Common use of Representations and Warranties of the Borrower Clause in Contracts

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1996, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1994, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2011 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by PricewaterhouseCoopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2011, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such or any other obligations member of the BorrowerControlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty.

Representations and Warranties of the Borrower. Effective Except as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowingotherwise disclosed, the Borrower represents and warrants as of the date hereof as follows: (a) The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareNevada. The Borrower and each Major Subsidiary is conducting its business in compliance with its Organizational Documents. The Organizational Documents of the Borrower and each Major Subsidiary (including all amendments thereto) as currently in effect have been made available to the Lender and remain in full force and effect with no defaults outstanding thereunder. All authorizations, consents, approvals, registrations, exemptions and licenses with or from Government Authorities that are necessary for the conduct of the business of the Borrower and each Major Subsidiary as currently conducted and as proposed to be conducted have been obtained and are in full force and effect. (b) The executionBorrower has full power and authority to enter into each of the Financing Documents and to make the borrowings and the other transactions contemplated thereby. All authorizations, consents, approvals, registrations, exemptions and licenses that are necessary for the borrowing hereunder, the execution and delivery of the Financing Documents and the performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, its obligations thereunder have been duly authorized by all necessary corporate actionobtained and are in full force and effect, except for registrations and filings in connection with the issuance of the warrants and shares of Common Stock pursuant to the Financing Documents, and do not contravene (i) filings necessary to comply with laws, rules, regulations and orders required in the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrowerordinary course of business. (c) No authorization or approval or other action by, and no notice to or filing Neither the entering into any of the Financing Documents nor the compliance with any of its terms conflicts with, violates or results in a breach of any Governmental Authority is required for of the due executionterms of, delivery and performance by or constitutes a default or event of default (however described) or requires any consent under, to the extent applicable, (i) any agreement to which the Borrower is a party or by which it is bound, (ii) any of this Agreement and the Notesterms of the Organizational Documents, or (iii) any judgment, decree, resolution, award or order or any statute, rule or regulation applicable to the Borrower or its assets. (d) This Agreement Neither the Borrower nor any Major Subsidiary (i) is bankrupt or insolvent or (ii) has beentaken action, and no such action has been taken by a third party, for the Notes when delivered hereunder will have beenwinding up, duly executed and delivered by dissolution, or liquidation or similar proceeding or for the Borrower. This Agreement isappointment of a liquidator, and custodian, receiver, trustee, administrator or other similar officer, in each of the Notes when delivered hereunder will be, legal, valid and binding obligations of case for the Borrower enforceable against the Borrower in accordance with or any Major Subsidiary or all of their respective termsbusinesses or assets. (e) The Consolidated balance sheets obligation of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or make any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower payment under this Agreement and the Notes rank pari passu (together with all other unsecured obligations charges in connection therewith) is absolute and unconditional, and there exists no right of the Borrower that are notsetoff or recoupment, by their termscounterclaim, expressly subordinate cross-claim or defense of any nature whatsoever to any such other obligations of the Borrowerpayment.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Lenders and the Agent that each of the following matters is and will be true and correct as followsat the date of execution hereof: (a) The Borrower is a corporation duly organized, established and validly existing and in good standing under the laws of the State of Delaware, and is in good standing thereunder. (b) The execution, delivery execution and performance of this Agreement by the Borrower and any transactions associated herewith are within the corporate purposes of the Borrower and the Borrower has duly completed all procedures necessary therefor under the Laws and Ordinances, the articles of incorporation, the by-laws and other intracompany rules and regulations of the Borrower. (c) The execution and performance of this Agreement by the Borrower and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do any transactions associated herewith does not contravene result in (i) any violation of Laws and Ordinances binding upon the Borrower's charter or by-laws or , (ii) any law or breach of its articles of incorporation and other intracompany rules of the Borrower, and (iii) any breach of a contractual restriction binding on or affecting the Borrower. (c) No authorization Borrower or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notesits property. (d) The persons who have executed this Agreement are duly authorized so as to do as the representatives of the Borrower by all procedures necessary pursuant to the Laws and Ordinances, the articles of incorporation, the by-laws or other intracompany rules and regulations of the Borrower. (e) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, constitutes legal, valid and binding obligations of the Borrower Borrower, and is enforceable against the Borrower in accordance with their respective termsthe terms of this Agreement, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. (ef) The Consolidated consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1994 2010, and the related Consolidated consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year then ended, which include an opinion of PricewaterhouseCoopers LLC, independent public accountants, and the six consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2011, and the related consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the three months then ended, duly certified by the chief financial officer, treasurer or controller of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at March 31, 2011, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its consolidated Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPGAAP consistently applied. Since December 31, 1994 2010, there has been no Material Adverse Change. (fg) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (h) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (gi) No event has occurred which constitutes, or which with the lapse of time or the giving of notice or both, would be likely to constitute, any of the events of default provided in Article 19(1) or 19(2). (j) The Borrower is not engaged complies in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)all material respects with all applicable laws, rules, regulations and no proceeds of any Advance will be used orders, such compliance to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement include, without limitation, compliance with ERISA, Environmental Laws and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the BorrowerPATRIOT Act.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1996 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1996 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1995, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1995, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2015 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2016, and the related unaudited statement of operations for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of operations for the period ended June 30, 2016, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2015, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and all related obligations delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower under this Agreement its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Notes rank pari passu with all other unsecured obligations Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary or Affiliate that are notwill act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations of the BorrowerAgreement will violate Anti-Corruption Laws or applicable Sanctions. (l) The Borrower is not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2014 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2015, and the related unaudited statement of operations for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of operations for the period ended June 30, 2015, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2014, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and all related obligations delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower under this Agreement its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Notes rank pari passu with all other unsecured obligations Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary or Affiliate that are notwill act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations of the BorrowerAgreement will violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1995 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1995 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew Jersey and is duly qualified and in good standing under the laws of the respective states in which its principal operating facilities are located. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower or, to the knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (ei) The Consolidated consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31September 30, 1994 2005, and the related Consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenderseach Bank, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period fiscal year ended on such date, all in accordance with GAAP. generally accepted accounting principles consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2006 and the related unaudited consolidated statements of income and cash flows for the nine months then ended and set forth in the Borrower's Report on Form 10-Q for the quarter ended June 30, 2006, copies of which have been furnished to each Bank, fairly present, in conformity which generally accepted accounting principles applied on a basis consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (iii) Since December 31September 30, 1994 2005, there has been no Material Adverse Changematerial adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending or threatened (or, to the Borrower's knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision that (i) may materially adversely affect would have a material adverse effect on the business, condition (financial condition or otherwise) or results of operations of the Borrower or any of and its Subsidiaries Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in the business No proceeds of extending credit any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations of other material tax returns required to be filed by them and have paid all taxes shown due on the Borrower under this Agreement and the Notes rank pari passu with returns so filed as well as all other unsecured obligations of material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. (i) Each Plan, and, to the Borrower that are not, by their terms, expressly subordinate to such other obligations knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan. (j) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The ---------------------------------------------- Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the any Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws (including, without limitation, the Series C Certificate) or (ii) any law binding on or affecting the Borrower or any contractual restriction binding on or affecting on, or, to the best of Borrower's knowledge, affecting, the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective termsterms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1997, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1998, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Bank, fairly present present, subject, in the case of said balance sheet as at June 30, 1998, and said statement of income and cash flows for the six months then ended, to year-end audit adjustments, the financial condition of the Borrower and its Subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since As of the Effective Date, since December 31, 1994 1997, there has been no Material Adverse Change. (f) There is no pending action or proceeding against or, to the best of the Borrower's knowledge, otherwise affecting the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, any Environmental Action, before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect would be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note, and there has been no change in the Notes status, or financial effect on the consummation Borrower or any of its Subsidiaries, of the transactions contemplated herebyDisclosed Litigation from that described on Schedule 3.01(b) that would be reasonably expected to have a Material Adverse Effect. (g) The Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower is not engaged only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(c) or subject to any restriction contained in any agreement or instrument between the business Borrower and any Lender or any Affiliate of extending credit for any Lender relating to Debt and within the purpose scope of purchasing or carrying Section 6.01(d) will be margin stock (within the meaning of Regulation Regulations U and G issued by the Board of Governors of the Federal Reserve System). For purposes of this Section 4.01(g), and no proceeds "assets" of the Borrower or any Advance will be used to purchase or carry any margin of ------ its Subsidiaries includes, without limitation, the treasury stock or to extend credit to others for of the purpose of purchasing or carrying any margin stockBorrower that has not been retired. (h) The Advances Other than as set forth on Schedule 4.01(h), the operations and all related obligations properties of the Borrower under this Agreement and the Notes rank pari passu each of its Subsidiaries comply in all respects with all other unsecured obligations applicable Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that are notany such noncompliance or failure to obtain any necessary permits would not be reasonably expected to have a Material Adverse Effect, by their terms, expressly subordinate and to such other obligations the knowledge of the Borrower, no circumstances exist that would be reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that would have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law that would have a Material Adverse Effect. (i) Other than the properties set forth on Schedule 4.01(i) or such other properties as to which a Material Adverse Effect would not reasonably be expected to result, none of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list. (j) Other than the locations set forth on Schedule 4.01(j) or such other locations as to which a Material Adverse Effect would not reasonably be expected to result, neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list; other than as set forth on Schedule 4.01(j), Hazardous Materials have not been released or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries in a manner which would reasonably be expected to result in a Material Adverse Effect; and except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, all Hazardous Materials have been used, treated, handled, stored and disposed of on such properties in compliance with all applicable Environmental Laws and Environmental Permits. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan other than such ERISA Events as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which will have been filed with the Internal Revenue Service and furnished to the Lenders is complete and accurate in all material respects and fairly presents the funding status of such Plan as of the date set forth therein, and since the date of such Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. (m) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. (n) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best of the Borrower's knowledge, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) The Borrower and its Subsidiaries have no material liability not reflected on the Borrower's financial statements with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (p) Neither the Borrower nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower. (c) No Except as have been obtained, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the NotesNotes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (ei) The Consolidated combined balance sheets sheet of the Borrower and its Subsidiaries as at of December 31, 1994 2005 and the related Consolidated statements combined statement of income operations and cash flows and business equity and comprehensive income (loss) of the Borrower and its Subsidiaries for the fiscal year and the six months then endedended December 31, 2005, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been furnished to the Lenderseach Lender, fairly present the combined financial condition of the Borrower and its Subsidiaries as at such date and the combined results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31, 1994 2005, there has been no Material Adverse ChangeChange except for matters disclosed to the Lenders prior to the date hereof. (ii) The unaudited pro forma condensed combined balance sheet of the Borrower and its Subsidiaries as of December 31, 2005, and the related unaudited pro forma combined statements of operations of the Borrower and its Subsidiaries for the year then ended, copies of which have been furnished to each Lender, fairly present (except that, subject to regulatory limitations, the separation and distribution related expenses associated with establishing the Borrower as an independent entity are not included as a pro form adjustment) the combined pro forma pro forma financial condition of the Borrower and its Subsidiaries as at such date and the combined pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the spin-off of the Borrower through the distribution of the Borrower’s common stock to Sprint Nextel shareholders, all in accordance with GAAP. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower and each of its Subsidiaries owns, or is licensed to use, all related obligations trademarks, tradenames, copyrights, technology, know-how and processes necessary for the conduct of its business as currently conducted except for those the failure to own or license which could not reasonably be expected to have a Material Adverse Effect (the “Intellectual Property”). No claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does such Borrower know of any valid basis for any such claim, except, in either case, for such claims that in the aggregate could not reasonably be expected to have a Material Adverse Effect. The use of such Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person, except for such claims and infringements that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (i) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not subject to regulation under any Federal or State statute or regulation which limits its ability to incur Debt, so long as assets of certain regulated Subsidiaries of the Borrower under this Agreement and are not used as collateral to secure such Debt. (j) Neither the Notes rank pari passu with all Information Memorandum nor any other unsecured obligations information, exhibit or report furnished by or on behalf of the Borrower that are not, by their terms, expressly subordinate to such other obligations the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the Borrowercircumstances under which such statements were made. (k) The Borrower is, individually and together with its Subsidiaries, Solvent.

Representations and Warranties of the Borrower. Effective as 1. The principal qualification of the Effective Date andBorrower shall meet the requirements of relevant laws, administrative regulations and normative documents; 2. The Borrower has been fully authorized to sign this Contract and other than relevant documents and has the last sentence ability Capable of Section 4.01(e)executing and performing its responsibilities; 3. The Borrower’s execution of this Contract and other relevant documents and performance of its responsibilities herein will not violate or violate any laws, as regulations and normative documents, and shall not constitute a violation under this Contract Covenantal act; 4. The Borrower does not currently have any outstanding litigation, arbitration or administrative penalties, or according to the Borrower is aware of any lawsuit, arbitration or administrative penalty that may be filed against its assets or earnings; 5. The borrower cooperates with the lender in loan payment management, post-loan management and related inspections; 6. The financial statements provided by the borrower truly reflect the financial position of the date of each Borrowing, borrower; 7. The application materials in this contract and the Borrower represents guarantee contract and warrants as follows: (a) the relevant borrowers and guarantors. The Borrower is a corporation duly organized, validly existing representations and in good standing under the laws warranties of the State of Delaware. (b) The executionmortgagor, delivery pledgee, collateral and performance by the Borrower of this Agreement and the Notes project information are within the Borrower's corporate powerstrue, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will becomplete, legal, valid and binding obligations accurate, and there are no false, concealed, misleading statements or material omissions. 8. The borrower understands and agrees: When the lender needs to make adjustments to funds, accounts, data, etc. due to system errors, page display errors, improper profits of the Borrower enforceable against borrower, etc., the Borrower in accordance with their respective termsborrower agrees to authorize the lender to make adjustments on its own. Adjust and actively cooperate. 9. The borrower knows and agrees that the lender is not an Internet service provider. When the borrower uses the loan, the relevant funds may not be immediately recorded due to system transmission delays and other reasons. The actual recording time shall be subject to the results recorded by the lender’s system. 10. The lender reserves the right to suspend or terminate loan disbursements and adjust loan limits (eincluding but not limited to the total size limit that can be disbursed on the day, the single limit, etc.) based on factors such as borrower qualifications, historical repayment status, interest rate policies, changes in market environment, use of funds, etc. The Consolidated balance sheets of borrower has no objection to the Borrower unilateral right to such matters as the loan limit, daily limit and its Subsidiaries as at December 31, 1994 monthly limit) and the number of loans. 11. Unless there is reliable and definite evidence to the contrary, any legal documents submitted, confirmed or signed by the borrower in the form of electronic data and documents, vouchers, records and other related Consolidated statements materials generated, produced or retained by the lender’s designated channels (including but not (limited to the term, amount, interest rate, repayment method, etc. of income each loan), all constitute conclusive evidence that effectively proves the rights and cash flows of obligations between the Borrower and its Subsidiaries for parties to the fiscal year contract, and the six months then ended, copies of which have been furnished borrower has no objection to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Changethis. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareArizona. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes each other Loan Document to which it is or will be a party are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter ’s Certificate of Incorporation, Bylaws or by-laws other governance documents or (ii) any law or any contractual restriction binding on or affecting the BorrowerBorrower or any of its properties, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required by the Borrower for the due execution, delivery and performance by the Borrower of this Agreement and the Notesor any other Loan Document to which it is or will be a party. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of other Loan Document to which the Notes Borrower is or will be a party when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2011 and the related Consolidated statements of income income, cash flow and cash flows capital of the Borrower and its Subsidiaries for the fiscal year and the six months periods then ended, copies of which have been furnished to the LendersLender, fairly present the financial condition of the Borrower and its Subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since and since December 31, 1994 2011 there has been no Material Adverse Changematerial adverse change in such condition or operations. (f) There The Borrower’s resolutions have been duly adopted, are accurate and correct, are in full force and effect and shall continue in full force and effect so long as the Loan is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyoutstanding. (g) The Borrower is not engaged in has, independently and without reliance as to any matter upon the business of extending Lender, and based upon such documents and information as it has deemed appropriate, made its own credit for analysis and credit decision to enter into this Agreement and the purpose of purchasing or carrying margin stock other Loan Documents. (within the meaning of Regulation U issued by the Board of Governors h) No proceeds of the Federal Reserve System)Loan will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and no proceeds of any Advance the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (hi) The Advances and all related obligations of There is no pending or, to the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations best of the Borrower’s knowledge, threatened, action or proceeding affecting the Borrower, any of its shareholders or employees or any of its properties before any court, governmental agency or arbitrator (x) that is of a type of which the Lender is required to be notified under Section 6.01(d)(iii) or (iv) hereof or (y) that purports to affect the legality, validity or enforceability of this Agreement or any Loan Document to which the Borrower is or will be a party. (j) Both immediately before and after giving effect to the receipt of the Loan, the Borrower is and will be “solvent” within the meaning, and for the purposes, of the Federal Bankruptcy Code. (k) No Event of Default or Default has occurred and is continuing.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan (excluding any termination arising out of the Borrower that are notinstitution by or against any ComEd Entity of any bankruptcy, by their termsinsolvency or similar proceeding so long as such termination will not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), expressly subordinate to such other obligations and there is no “accumulated funding deficiency” (as defined in Section 412 of the BorrowerCode or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 3130, 1994 2001, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the six condensed Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2002, and the related condensed Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject in the case of said balance sheet as at March 31, 2002, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and to the absence of footnote disclosure, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since Between December 3130, 1994 2001 and the date hereof, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect is pending or threatened on the financial condition or operations of the Borrower or any of its Subsidiaries date hereof and is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not, and immediately after the application by the Borrower of the proceeds of each Advance will not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (be an “investment company” within the meaning of Regulation U issued by the Board Investment Company Act of Governors of the Federal Reserve System)1940, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockas amended. (h) The Advances and all related obligations After giving effect to the application of the proceeds of each Advance, not more than 25% of the value of the assets of the Borrower under this Agreement and its Subsidiaries (as determined in good faith by the Notes rank pari passu with all other unsecured obligations Borrower) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between the Borrower that are not, and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will consist of or be represented by their terms, expressly subordinate to such other obligations of the BorrowerMargin Stock.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, . validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter Restated Articles of Incorporation or byBy-laws or laws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes except for the filing of the Securities Certificate with, and the Notesfinal approval of, and the Order of Registration issued by, the PPUC, which filing has been duly made and which final approval and Order of Registration have been duly obtained; such Order of Registration is in full force and effect and is final; and on and after the date of the initial Borrowing hereunder, the action of the PPUC registering the Securities Certificate shall no longer be subject to appeal. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1998, and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1999, and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheets and statements of income for the period ended June 30, 1999, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since December 31, 1994 and since June 30, 1999, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition reasonably be anticipated to have a Material Adverse Effect. There is no pending or operations of threatened action or proceeding against the Borrower or any of its Subsidiaries or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Principal Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower (i) is exempt from the provisions of the Borrower under Public Utility Holding Company Act of 1935, as amended, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(2) thereof, and (ii) is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower or any member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any member of the Controlled Group of any material liability, fine or penalty. (k) The Borrower is reviewing its operations and those of its Subsidiaries with a view to assessing whether its business, or the business of any of its Subsidiaries (i) will be vulnerable to a Year 2000 Problem or (ii) will be vulnerable to the effects of a Year 2000 Problem suffered by the Borrower's or any of its Subsidiaries' major counterparties, in the case of (ii) as described in the Borrower's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. The Borrower represents and warrants that it does not believe that any Year 2000 Problem will impair the Borrower's ability to pay principal or interest on the Notes rank pari passu in accordance with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2013 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2014, and the related unaudited statement of operations for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of operations for the period ended June 30, 2014, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2013, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and all related obligations delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower under this Agreement its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Notes rank pari passu with all other unsecured obligations Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary or Affiliate that are notwill act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations of the BorrowerAgreement will violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2005 and the related Consolidated consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2006, and the related unaudited statement of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of income for the period ended June 30, 2006, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2005, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan (excluding any termination arising out of the Borrower that are notinstitution by or against any ComEd Entity of any bankruptcy, by their termsinsolvency or similar proceeding so long as such termination will not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), expressly subordinate to such other obligations and there is no “accumulated funding deficiency” (as defined in Section 412 of the BorrowerCode or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower hereby represents and warrants as followsthat : (a) The Borrower 19.1.1 it is a corporation duly organized, organized and validly existing and in good standing under the laws of Argentina as a " ; 19.1.2 it has full power and authority to carry on its business as it is now being conducted and especially to incur indebtedness as provided in this Agreement, any Admission Form and any Promissory Note, execute the State Agreement, any Admission Form, any Promissory Note and any Letter of Delaware.Instructions and to perform all their terms and conditions ; (b) The execution, delivery 19.1.3 in accordance with the laws of Argentina and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powersarticles of incorporation and by-laws, have the decision to incur indebtedness and to enter into this Agreement has been duly authorized validly taken on June 27th, 1997 by all necessary corporate actionActa de Directorio, and do not contravene (i) M. Xxxxxxx XXXXXXXXXX has been validly authorised to sign the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing withAgreement, any Governmental Authority Admission Form, any Letter of Instructions and any Promissory Note and to perform all their terms and conditions ; 19.1.4 it is required not necessary to take any legal action and to obtain from the competent authorities of Argentina, any approval necessary with respect to the laws of Argentina for the due executionvalidity of the Agreement, delivery any Admission Form, any Letter of Instructions and any Promissory Note and authorising their execution and performance by especially with respect to foreign exchange regulations, the right to acquire and transfer the amounts in Currencies necessary for the Borrower to pay any and all amounts owed under the Agreement, any Admission Form and any Promissory Note whether on their due dates or in the event of this Agreement acceleration ; 19.1.5 the Agreement, any Admission Form, any Letter of Instructions and any Promissory Note when signed shall be in proper legal form and constitute and shall constitute the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms.terms until full payment of all sums due ; (e) The Consolidated balance sheets 19.1.6 the decision to incur indebtedness, the execution of the Agreement, any Promissory Note and any Letter of Instructions and the performance by the Borrower of the obligations resulting therefrom do not and shall not result in any breach or violation of, or constitute a default under, the Borrower's articles of incorporation and by-laws or any agreement binding on it or to which it is a party, or public order provision, laws or regulations applicable to the Borrower ; 19.1.7 it has good and valid title to its property ; 19.1.8 the rights of the Banks arising from this Agreement, any Admission Form and any Promissory Note rank and will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Borrower ; 19.1.9 it is not in breach of any of its obligations and is not in default under any agreement to which it is a party ; 19.1.10 there are no litigations or judicial, arbitration or administrative proceedings pending or to its Subsidiaries as at December 31knowledge threatened, 1994 which might forbid the signature of the Agreement or of any Admission Form, threaten the good performance of its obligations under this Agreement, any Admission Form, any Letter of Instructions, and/or any Promissory Note or adversely affect its activities, its property or its financial condition ; 19.1.11 no tax, duty, withholding nor other fiscal payment are levied in Argentina with respect to the Agreement, any Admission Form, any Letter of Instructions and/or any Promissory Note ; 19.1.12 it is not necessary in order to ensure (a) the legality, validity, enforceability or (b) the admissibility in evidence in a court in Argentina and to obtain the performance of this Agreement, any Admission Form, Promissory Note and/or Letter of Instructions or payment hereunder and/or thereunder, that any of them be stamped or registered or any duty paid or any authorisation obtained in Argentina ; 19.1.13 the Agreement needs not to be registered with any authority in Argentina ; 19.1.14 any information supplied by the Borrower to the Arranger and/or to any Bank in connection with this Agreement is accurate and complete and the related Consolidated statements Borrower is not aware of income and cash flows any other information not disclosed to the Banks, the disclosure of which might have changed the decision of the Borrower and its Subsidiaries for Banks to enter into this Agreement ; 19.1.15 the fiscal year and the six months then ended, copies of which have been furnished financial statements delivered to the LendersArranger are complete and correct, fairly comply with the Argentinian legal requirements and present a true and fair view of the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all operation in accordance with GAAP. Since December 31generally accepted accounting principles in Argentina ; 19.1.16 it has no right of immunity either from jurisdiction or from execution ; 19.1.17 this Agreement, 1994 there any Admission Form, any Letter of Instructions, and any Promissory Note constitute or shall, if and when signed, constitute commercial acts ; 19.1.18 it has been no Material Adverse Change.validly chosen French law to govern its obligations under this Agreement, any Admission Form, any Letter of Instructions and any Promissory Note ; (f) There is no pending or threatened action or proceeding affecting 19.1.19 it has validly submitted hereunder to the non-exclusive jurisdiction of an arbitration court organized under the Rules of Conciliation and Arbitration of the International Chamber of Commerce ; All of the representations made by the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) above shall be deemed repeated until all sums which may materially adversely affect the financial condition or operations of be owed by the Borrower pursuant to this Agreement, any Admission Form and/or any Promissory Note have been paid or any of its Subsidiaries or (ii) purports repaid to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyBanks in full. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, . validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter Restated Articles of Incorporation or byBy-laws or laws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes except for the filing of the Securities Certificate with, and the Notesfinal approval of, and the Order of Registration issued by, the PPUC, which filing has been duly made and which final approval and Order of Registration have been duly obtained; such Order of Registration is in full force and effect and is final; and on and after the date of the initial Borrowing hereunder, the action of the PPUC registering the Securities Certificate shall no longer be subject to appeal. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1996, and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Xxxxxxx, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997 and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheets and statements of income for the period ended June 30, 1997, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since , and since December 31, 1994 1996, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition reasonably be anticipated to have a Material Adverse Effect. There is no pending or operations of threatened action or proceeding against the Borrower or any of its Subsidiaries or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Principal Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower (i) is exempt from the provisions of the Borrower under Public Utility Holding Company Act of 1935, as amended, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(2) thereof, and (ii) is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower or any member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such other obligations or any member of the BorrowerControlled Group of any material liability, fine or penalty.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the NotesNOtes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1998, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to the Lenderseach Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31, 1994 1998, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) The Borrower under this Agreement has (i) initiated a review and assessment of all areas within its and each of its Subsidiaries' business and operations (including those affected by suppliers, vendors and customers) that could be adversely affected by the risk that computer applications used by the Borrower or any of its Subsidiaries (or suppliers, vendors and customers) may be unable to recognize and perform properly date sensitive functions involving certain dates prior to and any date after December 31, 1999 (the "Year 2000 Problem"), (ii) developed a plan and timetable for addressing the Year 2000 Problem on a timely basis and (iii) to date, implemented that plan in accordance with such timetable. Based on the foregoing, the Borrower believes that all computer applications that are material to its or any of its Subsidiaries' business and operations are reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before, on and after January 1, 2000 and the Notes rank pari passu with Borrower has no reason to believe that all other unsecured obligations computer applications of the Borrower its suppliers, vendors and customers that are notmaterial to its or any of its Subsidiaries' business and operations are not reasonably expected on a timely basis to be able to perform properly date-sensitive functions for all dates before, by their termson and after January 1, expressly subordinate 2000, except, in the aggregate, to such other obligations of the Borrowerextent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement the Loan Documents and the Notes consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and the NotesLoan Documents. (d) This Agreement has been, and each of the Notes other Loan Documents when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes other Loan Documents when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2001, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer or the treasurer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at March 31, 2001, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31, 1994 2000, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations Investment Company Act of the Borrower that are not1940, by their terms, expressly subordinate to such other obligations of the Borroweras amended.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Each of the Borrower and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or laws, (ii) any law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the NotesAgreement. (d) This Agreement has been, and is the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms. (e) The Consolidated unaudited balance sheets sheet of the Borrower and its Subsidiaries subsidiaries as at December 31June 30, 1994 2001 and the related Consolidated unaudited statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months six-month period then ended, copies of which have been furnished to the LendersLender, fairly present (subject, in the case of such balance sheet and statements of income for the six-month period ended June 30, 2001, to year-end adjustments) the financial condition of the Borrower and its Subsidiaries subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since December 31generally accepted accounting principles consistently applied, 1994 and since June 30, 2001, there has been no Material Adverse Change. (f) No written statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation of this Agreement or included herein or delivered pursuant hereto contained, contains, or will contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (g) The Borrower and each Significant Subsidiary is in material compliance with all laws, rules, regulations and orders of any governmental authority applicable to it. (h) There is no pending or threatened action action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Significant Subsidiaries before any court, governmental agency or arbitrator, arbitrator that could reasonably be expected to have a Material Adverse Effect. (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no No proceeds of any Advance have been or will be used directly or indirectly in connection with (i) the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations Section 12 of the Borrower under this Agreement and Exchange Act, (ii) any transaction subject to the Notes rank pari passu with all other unsecured obligations requirements of Section 13 of the Borrower that are not, by their terms, expressly subordinate Exchange Act or (iii) any transaction subject to such other obligations the requirements of Section 14 of the BorrowerExchange Act.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation limited liability company (or, after a transaction contemplated by Section 5.02(b)(iii), a corporation) duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s organizational powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2005 and the related Consolidated consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2006, and the related unaudited statement of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of income for the period ended June 30, 2006, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2005, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan (excluding any termination arising out of the Borrower that are notinstitution by or against any ComEd Entity of any bankruptcy, by their termsinsolvency or similar proceeding so long as such termination will not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), expressly subordinate to such other obligations and there is no “accumulated funding deficiency” (as defined in Section 412 of the BorrowerCode or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew Jersey. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2017 and the related Consolidated consolidated statements of income operations and comprehensive income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2017, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken by the Borrower or any member of the Controlled Group or, to the knowledge of the Borrower, by any other Person to terminate any Plan (excluding any termination arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination would not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), and there has been no failure to satisfy the minimum funding standard described in Section 412(a)(2) of the Code with respect to any Single Employer Plan that would reasonably be expected to result in a lien pursuant to Section 430(k) of the Code. To the knowledge of the Borrower, no condition exists or event or transaction has occurred with respect to any Plan, which would reasonably be expected to result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)). (k) The Borrower has implemented, and maintains in effect, policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with all related obligations Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with all Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations or Affiliate, any agent of the Borrower or any Subsidiary that are notwill act in any capacity in connection with or benefit from the credit facility established hereby or the transactions contemplated hereby, is a Sanctioned Person. No Advance, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations of the Borrowerthis Agreement will violate any Anti-Corruption Law or applicable Sanctions. (l) The Borrower is not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2009 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by PricewaterhouseCoopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2009, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such or any other obligations member of the BorrowerControlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the NotesNotes to be delivered by it. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2001, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present subject, in the case of said balance sheet as at June 30, 2001 and said statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31, 1994 2000, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations Investment Company Act of the Borrower that are not1940, by their terms, expressly subordinate to such other obligations of the Borroweras amended.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Ninth Amendatory Agreement and the Notes Credit Agreement as amended hereby are within the Borrower's and the Guarantor's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower's charter or by-laws or laws, and (ii) any law or any contractual restriction binding on or affecting the BorrowerBorrower or the Guarantor. (cb) No authorization or authorization, approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower or the Guarantor of this Ninth Amendatory Agreement and the NotesCredit Agreement as amended hereby. (dc) This Ninth Amendatory Agreement has been, and the Notes when delivered hereunder will have beenCredit Agreement as amended hereby, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, constitute legal, valid and binding obligations of the Borrower and the Guarantor enforceable against the Borrower and the Guarantor in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (fd) There is no pending or threatened action or proceeding affecting the Borrower Borrower, the Guarantor or any of its Subsidiaries their respective subsidiaries before any court, governmental agency or arbitrator, that (i) which may materially adversely affect the financial condition or operations of the Borrower Borrower, the Guarantor or any of its Subsidiaries subsidiary thereof or (ii) which purports to affect the legality, validity or enforceability of this Ninth Amendatory Agreement or and the Notes or the consummation of the transactions contemplated Credit Agreement as amended hereby. (ge) The Borrower is execution, delivery and performance of this Ninth Amendatory Agreement does not engaged conflict with or violate in any manner the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds terms of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower's Senior Notes (or the related Senior Indenture) or Subordinated Indebtedness or in any manner affect the status of the Obligations under the Credit Agreement regarding the subordination provisions of the Borrower's Subordinated Indebtedness.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, . validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter Restated Articles of Incorporation or byBy-laws or laws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes except for the filing of the FERC Application with, and the Notesfinal approval of, and the FERC Authorization issued by, FERC, which filing has been duly made and which final approval and FERC Authorization have been duly obtained; such FERC Authorization is in full force and effect and is final; and on and after the date of the initial Borrowing hereunder, the action of FERC approving the FERC Application shall no longer be subject to appeal. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1998, and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1999, and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheets and statements of income for the period ended June 30, 1999, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since December 31, 1994 and since June 30, 1999, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition reasonably be anticipated to have a Material Adverse Effect. There is no pending or operations of threatened action or proceeding against the Borrower or any of its Subsidiaries or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Principal Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower (i) is exempt from the provisions of the Borrower under Public Utility Holding Company Act of 1935, as amended, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(2) thereof, and (ii) is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower or any member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any member of the Controlled Group of any material liability, fine or penalty. (k) The Borrower is reviewing its operations and those of its Subsidiaries with a view to assessing whether its business, or the business of any of its Subsidiaries (i) will be vulnerable to a Year 2000 Problem or (ii) will be vulnerable to the effects of a Year 2000 Problem suffered by the Borrower's or any of its Subsidiaries' major counterparties, in the case of (ii) as described in the Borrower's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999. The Borrower represents and warrants that it does not believe that any Year 2000 Problem will impair the Borrower's ability to pay principal or interest on the Notes rank pari passu in accordance with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Banks and the Agent as follows: (a) The Borrower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the its Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter ’s restated certificate of incorporation or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the its Notes, except any such approvals, notices, actions or filings which have already been made, obtained or given. (d) This Agreement has been, and the Borrower’s Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at of December 31, 1994 2011 and June 30, 2012, and the related Consolidated statements of income and income, cash flows and shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months or fiscal quarter then ended, copies of which have been furnished to the Lenderseach Bank, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse ChangeGAAP consistently applied (subject to year-end audit adjustments and the absence of footnotes in the case of quarterly financial statements). (f) There is are no pending actions, suits or threatened action or proceeding affecting proceedings against the Borrower or any of its Subsidiaries before any courtcourt or arbitrator or any governmental body, governmental agency or arbitratorofficial, that in which there is (in the best judgment of the Borrower) a reasonable possibility of an adverse decision which would affect (i) may materially adversely affect the business, consolidated financial condition position or consolidated results of operations of the Borrower or any and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such decision would prevent the Borrower from repaying its Subsidiaries obligations in accordance with the terms of this Agreement, or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations United States federal income tax returns of the Borrower under this Agreement and its Subsidiaries have been examined and closed through the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.year ended December 31,

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan (excluding any termination arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination will not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)). (k) The Borrower has implemented, and maintains in effect, policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all related obligations Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with all Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower under or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby or the transactions contemplated hereby, is a Sanctioned Person. No Advance or Facility LC, use of proceeds or other transaction contemplated by this Agreement and the Notes rank pari passu with all other unsecured obligations of the will violate any Anti-Corruption Law or applicable Sanctions. (l) The Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borroweris not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1997 and June 30, 1998, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31June 30, 1994 1998, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower's charter or by-laws or laws, (ii) any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body (i) is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, including obtaining any Extensions of Credit under this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (A) the Notesfiling of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-10202 and (B) the SEC Order; and (ii) is required after June 30, 2007 for the performance by the Borrower of this Agreement, including obtaining any Extensions of Credit under this Agreement, except for the following: (A) the filing of a Declaration on Form U-1 and amendments and exhibits thereto, or the filing of amendments to File No. 70-10202, to request, among other things, that the term of the SEC Order be extended from at least June 30, 2007 to December 14, 2009, and (B) the New SEC Order. (d) This Agreement has been, and is the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The Consolidated balance sheets consolidated financial statements of the Borrower and its Subsidiaries subsidiaries as at of December 31, 1994 2003 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the related Consolidated consolidated financial statements of income and cash flows of the Borrower and its Subsidiaries subsidiaries as of March 31, 2004, June 30, 2004 and September 30, 2004, and for the fiscal year and periods ended on such dates set forth in the six months then endedBorrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended on such dates, as filed with the SEC, copies of each of which have been furnished to the Lenderseach Bank, fairly present (subject, in the case of such statements dated March 31, 2004, June 30, 2004 and September 30, 2004, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since Except as disclosed in the Borrower's Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2004, June 30, 2004 and September 30, 2004, since December 31, 1994 2003, there has been no Material Adverse Changematerial adverse change in the financial condition or operations of the Borrower. (f) There Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and the Borrower's Quarterly Reports on Form 10-Q for the periods ended March 31, 2004, June 30, 2004 and September 30, 2004, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitratorarbitrator that, that if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (i) may materially adversely affect the financial condition or operations otherwise), operations, business, properties or prospects of the Borrower or any of on its Subsidiaries ability to perform its obligations under this Agreement, or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect. (g) No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds not more than 25% of any Advance will be used the value of the assets of the Borrower and its subsidiaries subject to purchase the restrictions of Section 5.02(a), (c) or carry any (d) is, on the date hereof, represented by margin stock or to extend credit to others for (within the purpose meaning of purchasing or carrying any margin stockRegulation U issued by the Board of Governors of the Federal Reserve System). (hi) The Advances Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and all related obligations is registered under, the Public Utility Holding Company Act of 1935. (j) No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (l) The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate ERISA to such other obligations of the Borrower.any Multiemployer Plan. ARTICLE V

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation limited liability company (or after a transaction contemplated by Section 5.02(b)(iii), a corporation) duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s organizational powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan (excluding any termination arising out of the Borrower that are notinstitution by or against any ComEd Entity of any bankruptcy, by their termsinsolvency or similar proceeding so long as such termination will not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), expressly subordinate to such other obligations and there is no “accumulated funding deficiency” (as defined in Section 412 of the BorrowerCode or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the any Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws (including, without limitation, the Series C Certificate) or (ii) any law binding on or affecting the Borrower or any contractual restriction binding on or affecting on, or, to the best of Borrower's knowledge, affecting, the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective termsterms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1997, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Bank, fairly present present, subject, in the case of said balance sheet as at June 30, 1997, and said statement of income and cash flows for the six months then ended, to year-end audit adjustments, the financial condition of the Borrower and its Subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since As of the Effective Date, since December 31, 1994 1996, there has been no Material Adverse Change. (f) There is no pending action or proceeding against or, to the best of the Borrower's knowledge, otherwise affecting the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, any Environmental Action, before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect would be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note, and there has been no change in the Notes status, or financial effect on the consummation Borrower or any of its Subsidiaries, of the transactions contemplated herebyDisclosed Litigation from that described on Schedule 3.01(b) that would be reasonably expected to have a Material Adverse Effect. (g) The Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower is not engaged only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(c) or subject to any restriction contained in any agreement or instrument between the business Borrower and any Lender or any Affiliate of extending credit for any Lender relating to Debt and within the purpose scope of purchasing or carrying Section 6.01(d) will be margin stock (within the meaning of Regulation Regulations U and G issued by the Board of Governors of the Federal Reserve System). For purposes of this Section 4.01(g), and no proceeds "assets" of the Borrower or any Advance will be used to purchase or carry any margin of its Subsidiaries includes, without limitation, the treasury stock or to extend credit to others for of the purpose of purchasing or carrying any margin stockBorrower that has not been retired. (h) The Advances Other than as set forth on Schedule 4.01(h), the operations and all related obligations properties of the Borrower under this Agreement and the Notes rank pari passu each of its Subsidiaries comply in all respects with all other unsecured obligations applicable Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that are notany such noncompliance or failure to obtain any necessary permits would not be reasonably expected to have a Material Adverse Effect, by their terms, expressly subordinate and to such other obligations the knowledge of the Borrower, no circumstances exist that would be reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that would have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law that would have a Material Adverse Effect. (i) Other than the properties set forth on Schedule 4.01(i) or such other properties as to which a Material Adverse Effect would not reasonably be expected to result, none of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list. (j) Other than the locations set forth on Schedule 4.01(j) or such other locations as to which a Material Adverse Effect would not reasonably be expected to result, neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list; other than as set forth on Schedule 4.01(j), Hazardous Materials have not been released or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries in a manner which would reasonably be expected to result in a Material Adverse Effect; and except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, all Hazardous Materials have been used, treated, handled, stored and disposed of on such properties in compliance with all applicable Environmental Laws and Environmental Permits. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan other than such ERISA Events as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which will have been filed with the Internal Revenue Service and furnished to the Lenders is complete and accurate in all material respects and fairly presents the funding status of such Plan as of the date set forth therein, and since the date of such Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. (m) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. (n) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best of the Borrower's knowledge, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) The Borrower and its Subsidiaries have no material liability not reflected on the Borrower's financial statements with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No.106. (p) Neither the Borrower nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation limited liability company (or after a transaction contemplated by Section 5.02(b)(iii), a corporation) duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s organizational powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken by the Borrower or any member of the Borrower that are notControlled Group or, by their terms, expressly subordinate to such other obligations the knowledge of the Borrower, by any other Person to terminate any Plan (excluding any termination arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination would not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), and there has been no failure to satisfy the minimum funding standard described in Section 412(a)(2) of the Code with respect to any Single Employer Plan that would reasonably be expected to result in a lien pursuant to Section 430(k) of the Code. To the knowledge of the Borrower, no condition exists or event or transaction has occurred with respect to any Plan, which would reasonably be expected to result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1997 and June 30, 1998, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31June 30, 1994 1998, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew Jersey and is duly qualified and in good standing under the laws of the respective states in which its principal operating facilities are located. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower or, to the knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (ei) The Consolidated consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31September 30, 1994 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenderseach Bank, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period fiscal year ended on such date, all in accordance with GAAP. Since December generally accepted accounting principles consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 1994 2004 and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower's Report on Form 10-Q for the quarter ended March 31, 2004, copies of which have been furnished to each Bank, fairly present, in conformity which generally accepted accounting principles applied on a basis consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period (subject to normal year-end adjustments). (iii) Since September 30, 2003, there has been no Material Adverse Changematerial adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending or threatened (or, to the Borrower's knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision that (i) may materially adversely affect would have a material adverse effect on the business, condition (financial condition or otherwise) or results of operations of the Borrower or any of and its Subsidiaries Subsidiaries, taken as a whole, or (ii) purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in the business No proceeds of extending credit any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations of other material tax returns required to be filed by them and have paid all taxes shown due on the Borrower under this Agreement and the Notes rank pari passu with returns so filed as well as all other unsecured obligations of material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. (i) Each Plan, and, to the Borrower that are not, by their terms, expressly subordinate to such other obligations knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan. (j) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification, except where failure to so qualify would not materially adversely affect its condition (financial or otherwise), operations, business, properties, or prospects. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, action and do not contravene (i) the Borrower's charter or by-laws or laws, (ii) any law applicable to the Borrower or its properties, or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body (i) is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, including obtaining any Extensions of Credit under this Agreement, except for the following (each of which has been duly filed or obtained, and is final and in full force and effect): (A) the Notesfiling of the Declaration on Form U-1 and amendments and exhibits thereto in File No. 70-10202 and (B) the SEC Order; and (ii) is required after June 30, 2007 for the performance by the Borrower of this Agreement, including obtaining any Extensions of Credit under this Agreement, except for the following: (A) the filing of a Declaration on Form U-1 and amendments and exhibits thereto, or the filing of amendments to File No. 70-10202, to request, among other things, that the term of the SEC Order be extended from at least June 30, 2007 to May 25, 2010, or such later Termination Date as extended pursuant to Section 2.18 and (B) the New SEC Order. (d) This Agreement has been, and is the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective its terms, subject, however, to any applicable bankruptcy, reorganization, rearrangement, moratorium or similar laws affecting generally the enforcement of creditors' rights and remedies and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (e) The Consolidated balance sheets consolidated financial statements of the Borrower and its Subsidiaries subsidiaries as at of December 31, 1994 2004 and for the year ended on such date, as set forth in the Borrower's Annual Report on Form 10-K for the fiscal year ended on such date, as filed with the SEC, accompanied by an opinion of Deloitte & Touche LLP, and the related Consolidated consolidated financial statements of income and cash flows of the Borrower and its Subsidiaries subsidiaries as of March 31, 2005 and for the fiscal year and period ended on such date set forth in the six months then endedBorrower's Quarterly Report on Form 10-Q for the fiscal quarter ended on such date, as filed with the SEC, copies of each of which have been furnished to the Lenderseach Bank, fairly present (subject, in the case of such statements dated March 31, 2005, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2005, since December 31, 1994 2004, there has been no Material Adverse Changematerial adverse change in the financial condition or operations of the Borrower. (f) There Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and the Borrower's Quarterly Report on Form 10-Q for the period ended March 31, 2005, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries subsidiaries before any court, governmental agency or arbitratorarbitrator that, that if determined adversely, could reasonably be expected to have a material adverse effect upon the condition (i) may materially adversely affect the financial condition or operations otherwise), operations, business, properties or prospects of the Borrower or any of on its Subsidiaries ability to perform its obligations under this Agreement, or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. There has been no change in any matter disclosed in such filings that could reasonably be expected to result in such a material adverse effect. (g) No event has occurred and is continuing that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds not more than 25% of any Advance will be used the value of the assets of the Borrower and its subsidiaries subject to purchase the restrictions of Section 5.02(a), (c) or carry any (d) is, on the date hereof, represented by margin stock or to extend credit to others for (within the purpose meaning of purchasing or carrying any margin stockRegulation U issued by the Board of Governors of the Federal Reserve System). (hi) The Advances Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or an "investment advisor" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is a "holding company" as that term is defined in, and all related obligations is registered under, the Public Utility Holding Company Act of 1935. (j) No ERISA Termination Event has occurred, or is reasonably expected to occur, with respect to any ERISA Plan that may materially and adversely affect the condition (financial or otherwise), operations, business, properties or prospects of the Borrower and its subsidiaries, taken as a whole. (k) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each ERISA Plan, copies of which have been filed with the Internal Revenue Service and furnished to the Banks, is complete and accurate and fairly presents the funding status of such ERISA Plan, and since the date of such Schedule B there has been no material adverse change in such funding status. (l) The Borrower has not incurred, and does not reasonably expect to incur, any withdrawal liability under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate ERISA to such other obligations of the Borrowerany Multiemployer Plan.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified and in good standing under the laws of the respective states in which ownership of property or the nature of the business transacted by it makes such qualification necessary, and in which failure to so qualify would have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for in connection with the due execution, delivery and performance by the Borrower of this Agreement and the NotesAgreement. (d) This Agreement has been, and is the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights. (ei) The Consolidated consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31June 30, 1994 1999, and the related Consolidated consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenderseach Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period fiscal year ended on such date, all in accordance with GAAP. Since December GAAP consistently applied. (ii) The unaudited consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 1994 2000 and the related unaudited consolidated statements of income and cash flows for the nine months Credit Agreement then ended, copies of which have been furnished to each Lender, fairly present, in conformity which GAAP applied on a consistent basis with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine-month period (subject to normal year-end audit adjustments). (iii) Since June 30, 1999, there has been no Material Adverse Changematerial adverse change in the business, condition (financial or otherwise), prospects or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending or threatened (or, to the Borrower's knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is a reasonable possibility of an adverse decision that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports could reasonably be expected to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyhave a Material Adverse Effect. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)Margin Stock, and no proceeds of any Advance will be used for any purpose which violates the provisions of the regulations of the Board of Governors of the Federal Reserve System. After applying the proceeds of each Advance, not more than 25% of the value (as determined in accordance with Regulation U) of the assets of the Borrower and of the Borrower and its Subsidiaries taken as a whole will consist of or be represented by Margin Stock. If requested by any Lender or the Administrative Agent, the Borrower will furnish to purchase or carry any margin stock or the Administrative Agent and each Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to extend credit in Regulation U, the statements made in which shall be such, in the opinion of the Administrative Agent and each Lender, as to others for permit the purpose of purchasing or carrying any margin stock.transactions contemplated hereby in accordance with Regulation U. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which to the Borrower's knowledge have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability (other than for the payment of premiums not yet due and payable) to the PBGC established under this Agreement ERISA in connection with any Plan or to the Borrower's knowledge any Multiemployer Plan. Credit Agreement (j) The Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any such permit, license or authorization could not reasonably be expected to have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and the Notes rank pari passu Borrower and each of its Subsidiaries is in compliance with the terms and conditions thereof, and is also in compliance with all other unsecured obligations limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent failure to maintain in effect such permit, license or authorization or comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (k) Without limiting the foregoing paragraphs (a) through (j), the Borrower that are notand each of its Subsidiaries is in full compliance with all laws, statutes, rules, regulations and orders binding on or applicable to the Borrower, its Subsidiaries and all of their respective properties, except to the extent failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (l) Schedule I hereto is a complete and correct list of each security interest granted by their terms, expressly subordinate to such other obligations the Borrower and its Subsidiaries in connection with any Debt as of the Borrowerdate hereof.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2006 and the related Consolidated consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2007, and the related unaudited statement of income for the six- month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of income for the period ended June 30, 2007, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2006, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the Borrower under execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such or any other obligations member of the BorrowerControlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation real estate investment trust duly organizedformed, validly existing and in good standing under the laws of the State of DelawareMaryland, and is qualified to do business in each jurisdiction where such qualification is required. The only Subsidiary of the Borrower as of the date of this Agreement is WRIT LP. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate trust powers, have been duly authorized by all necessary corporate trust action, and do not contravene (i1) the Borrower's charter declaration of trust or by-laws bylaws or (ii2) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, be legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December reported on SEC Form 10-Q for the fiscal quarter ended on March 31, 1994 1997, and the related Consolidated consolidated statements of income income, equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months quarter then ended, copies of which have been furnished to the LendersBank, fairly present the financial condition of the Borrower and its Subsidiaries as at of such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December generally accepted accounting principles consistently applied, and since March 31, 1994 1997, there has been no Material Adverse Changematerial adverse change in such condition or operations. (f) There To the best of the Borrower's knowledge, there is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) which may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) which purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyNotes. (g) No proceeds of any Loan will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (hi) The Advances and all related obligations Borrower is not an "investment company" within the meaning of, or is exempt from, the provisions of the Investment Company Act of 1940, as amended. (j) The Borrower is qualified as a real estate investment trust under this Agreement and the Notes rank pari passu with all other unsecured obligations Sections 856 to 860 of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the BorrowerInternal Revenue Code.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the any Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws (including, without limitation, the Series C Certificate) or (ii) any law binding on or affecting the Borrower or any contractual restriction binding on or affecting on, or, to the best of Borrower's knowledge, affecting, the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective termsterms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1996, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1997, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Bank, fairly present present, subject, in the case of said balance sheet as at March 31, 1997, and said statement of income and cash flows for the three months then ended, to year-end audit adjustments, the financial condition of the Borrower and its Subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since As of the Effective Date, since December 31, 1994 1996, there has been no Material Adverse Change. (f) There is no pending action or proceeding against or, to the best of the Borrower's knowledge, otherwise affecting the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, any Environmental Action, before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect would be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note, and there has been no change in the Notes status, or financial effect on the consummation Borrower or any of its Subsidiaries, of the transactions contemplated herebyDisclosed Litigation from that described on Schedule 3.01(b) that would be reasonably expected to have a Material Adverse Effect. (g) The Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower is not engaged only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(c) or subject to any restriction contained in any agreement or instrument between the business Borrower and any Lender or any Affiliate of extending credit for any Lender relating to Debt and within the purpose scope of purchasing or carrying Section 6.01(d) will be margin stock (within the meaning of Regulation Regulations U and G issued by the Board of Governors of the Federal Reserve System). For purposes of this Section 4.01(g), and no proceeds "assets" of the Borrower or any Advance will be used to purchase or carry any margin of its Subsidiaries includes, without limitation, the treasury stock or to extend credit to others for of the purpose of purchasing or carrying any margin stockBorrower that has not been retired. (h) The Advances Other than as set forth on Schedule 4.01(h), the operations and all related obligations properties of the Borrower under this Agreement and the Notes rank pari passu each of its Subsidiaries comply in all respects with all other unsecured obligations applicable Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that are notany such noncompliance or failure to obtain any necessary permits would not be reasonably expected to have a Material Adverse Effect, by their terms, expressly subordinate and to such other obligations the knowledge of the Borrower, no circumstances exist that would be reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that would have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law that would have a Material Adverse Effect. (i) Other than the properties set forth on Schedule 4.01(i) or such other properties as to which a Material Adverse Effect would not reasonably be expected to result, none of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list. (j) Other than the locations set forth on Schedule 4.01(j) or such other locations as to which a Material Adverse Effect would not reasonably be expected to result, neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list; other than as set forth on Schedule 4.01(j), Hazardous Materials have not been released or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries in a manner which would reasonably be expected to result in a Material Adverse Effect; and except to the extent failure to do so would not reasonably be expected to result in a Material Adverse Effect, all Hazardous Materials have been used, treated, handled, stored and disposed of on such properties in compliance with all applicable Environmental Laws and Environmental Permits. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan other than such ERISA Events as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (l) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which will have been filed with the Internal Revenue Service and furnished to the Lenders is complete and accurate in all material respects and fairly presents the funding status of such Plan as of the date set forth therein, and since the date of such Schedule B there has been no change in such funding status that would reasonably be expected to result in a Material Adverse Effect. (m) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect. (n) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best of the Borrower's knowledge, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) The Borrower and its Subsidiaries have no material liability not reflected on the Borrower's financial statements with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (p) Neither the Borrower nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Lender as follows: (a) 6.1 The Borrower is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business and in good standing in every jurisdiction in which the nature of its business or properties requires such qualification, except where failure to qualify will not have a material adverse affect upon the transaction embodied herein. The Borrower maintains its chief executive office and principal place of business at the address set forth in the preamble to this Loan Agreement. 6.2 The Borrower has taken all action which may be required by its articles or certificate of incorporation and its by-laws, and by the laws of the State of Delaware and all other applicable laws to (a) grant and convey to the Lender the Security Interest in and to the Aircraft, and (b) The authorize the execution, delivery and performance by of the Borrower Documents. 6.3 The execution and delivery of this Agreement the Documents and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement the Obligations under the Documents and the Notescreation of the Security Interest in and to the Aircraft, will not conflict with or violate any provisions of its articles or certificate of incorporation or its by-laws, or any provisions thereof or result in a default or acceleration of any obligation under any agreement or instrument of any kind or any undertaking, order, decree or judgment to which the Borrower is a party or by which it is bound. (d) This Agreement has been6.4 Except as set forth on Attachment A, hereto, and as further described in the Notes when opinion of Borrower's counsel delivered hereunder will have beenpursuant to Paragraph 8.1(n) hereof, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable there is no litigation currently pending or expected against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any courtcourt or administrative agency which may have a materially adverse effect on the assets, governmental agency or arbitratorbusiness, that (i) may materially adversely affect the financial condition or operations of the Borrower or any which would or do prevent or hinder the performance by the Borrower of its Subsidiaries or (ii) purports to affect obligations under the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyDocuments. (g) 6.5 The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that Documents are not, by their terms, expressly subordinate to such other valid obligations of the Borrower, binding and enforceable against it in accordance with the terms and conditions thereof.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing currently subsisting under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any applicable law or any contractual restriction binding on or affecting the Borrower, provided that any increase of the Commitments in accordance with Section 2.18 shall require corporate action for the due authorization thereof prior to the effectiveness of such increase. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered by it, provided that any increase of the Commitments in accordance with Section 2.18 and the Notesextension of the Termination Date in accordance with Section 2.19 shall require appropriate governmental or third party authorization thereof prior to the effectiveness of such increase or such extension, as the case may be. (d) This Agreement has been, and each of the Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31September 30, 1994 2005, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 30, 2006, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, copies of which have been furnished included in the SEC Filings prior to the Lendersdate hereof, fairly present present, subject, in the case of said balance sheet as at March 30, 2006, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments and the presentation of footnotes not required by Regulation S-X to be included in interim financial statements, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Changegenerally accepted accounting principles consistently applied. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect would be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby, and there has been no change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation that would have a Material Adverse Effect. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (i) Neither the Confidential Information Memorandum (other than any projections included therein) nor any other information, exhibit or report furnished by the Borrower to the Agent or any Lender pursuant to the terms of this Agreement, nor any of the information contained herein contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein and all related obligations herein not misleading in light of the circumstances under which they were made. (j) All financial projections included in the Confidential Information Memorandum furnished by or on behalf of the Borrower under this Agreement have been prepared in good faith based upon reasonable assumptions (it being understood that such projections are subject to significant uncertainties and the Notes rank pari passu with all other unsecured obligations contingencies, many of the Borrower that which are not, by their terms, expressly subordinate to such other obligations of beyond the Borrower’s control, and that no assurance can be given that the projections will be realized).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as followsfollows as of each of (i) the Effective Date, (ii) the date of each Advance and (iii) the date of each request by Borrower for an Advance: (a) The Borrower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the NotesAgreement. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder Mortgage in effect from time to time will be, the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general application relating to or affecting the enforcement of creditors' rights and the exercise of judicial discretion in accordance with general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31September 30, 1994 l998, and the related Consolidated statements of income and cash flows retained earnings of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the LendersLender, fairly present represent the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31generally accepted accounting principles consistently applied, 1994 and since September 30, l998, there has been no Material Adverse Changematerial adverse change in such condition or operations other than the judgment entered against the Borrower in the PNI Case (defined below) prior to the date hereof. (f) There Except for PERFORMANCE NUTRITION, INC., DEBTOR, XXXXXXX X. XXXX, TRUSTEE, PLAINTIFF VS. XXXXXXX CAPITAL MANAGEMENT, INC., ET. AL (U.S.B.C.N.D.T.), case No. 97-30566-HCA-7 ; Ad. No.397-3452 (the "PNI Case"), there is no pending or or, to the best knowledge of Borrower, threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitratorarbitrator which the Borrower reasonably believes will be adversely determined against the Borrower and which, that (i) may if adversely determined, would materially and adversely affect the financial condition or operations of the Borrower Borrower, or any of its Subsidiaries or (ii) which purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Mortgage. (g) The No judgment or order for the payment of money in excess of $100,000 has been rendered against the Borrower, regardless of whether (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise other than the judgment entered against the Borrower is not engaged in the business of extending credit for PNI Case prior to the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockdate hereof. (h) The Advances Except as set forth in Schedule 3.1(h), the Borrower is the legal and all related obligations beneficial owner of the Borrower Collateral (defined below) free and clear of any lien, security interest, option or other encumbrance of any kind (collectively, "Liens") except for (i) the security interest created by this Agreement, (ii) security interests in favor of South Bay Bank (the "Bank") arising under agreements in effect on the date hereof (such Liens being referred to herein as the "Prior Liens"), (iii) such Liens ("Finova Liens") as may be contemplated in connection with financing to be provided by Finova Capital Corporation ("Finova") and (iv) Liens described on Schedule 3.1(h). Except as set forth in Schedule 3.1(h), no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Lender relating to this Agreement and the Notes rank pari passu with all other unsecured obligations in favor of the Bank relating to the Prior Liens and in favor of Finova. (i) Appropriate financing statements covering the Collateral and the Lien created hereby ("Financing Statements") were recorded in all applicable jurisdictions no later than March 18, 1999. The recordings of such Financing Statements and this Agreement create a valid and perfected security interest in the Collateral, securing the payment of the Secured Obligations (defined below), subject, as to priority, only to the Prior Liens, the Finova Liens and Liens listed on Schedule 3.1(h), and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. (j) Except with respect to South Bay Bank and Finova (and the filings of all continuation financing statements necessary to maintain the effectiveness of the Financing Statements), no consent of any other person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party is required either (i) for the grant by the Borrower of the assignment and security interest granted hereby or for the execution, delivery or performance of this Agreement by the Borrower, (ii) for the perfection or maintenance of the pledge, assignment and security interest created hereby (including as to the priority of such pledge, assignment or security interest) or (iii) to the best knowledge of Borrower, for the exercise by the Lender of its the remedies in respect of the Collateral pursuant to this Agreement. (k) There are no conditions precedent to the effectiveness of this Agreement as against Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrowerhave not been satisfied or waived.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31January 1, 1994 2006, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the six condensed Consolidated balance sheet of the Borrower and its Subsidiaries as at April 2, 2006, and the related condensed Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject in the case of said balance sheet as at April 2, 2006, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and to the absence of footnote disclosure, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31Between January 1, 1994 2006 and the date hereof, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect is pending or threatened on the financial condition or operations of the Borrower or any of its Subsidiaries date hereof and is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not, and immediately after the application by the Borrower of the proceeds of each Advance will not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (be an “investment company” within the meaning of Regulation U issued by the Board Investment Company Act of Governors of the Federal Reserve System)1940, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockas amended. (h) The Advances and all related obligations After giving effect to the application of the proceeds of each Advance, not more than 25% of the value of the assets of the Borrower under this Agreement and its Subsidiaries (as determined in good faith by the Notes rank pari passu with all other unsecured obligations Borrower) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between the Borrower that are not, and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will consist of or be represented by their terms, expressly subordinate to such other obligations of the BorrowerMargin Stock.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law binding on or affecting the Borrower or any contractual restriction binding on or affecting on, or, to the best of Borrower's knowledge, affecting, the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective termsterms subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1994, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1995, and the related Consolidated statement of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Bank, fairly present present, subject, in the case of said balance sheet as at March 31, 1995, and said statement of income and cash flows for the three months then ended, to year-end audit adjustments, the financial condition of the Borrower and its Subsidiaries as at such date dates and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since generally accepted accounting principles consistently applied, and since December 31, 1994 1994, there has been no Material Adverse Change. (f) There is no pending action or proceeding against or, to the best of the Borrower's knowledge, otherwise affecting the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower or any of its Subsidiaries Subsidiaries, including, without limitation, any Environmental Action, before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect could be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note, and there has been no change in the Notes status, or financial effect on the consummation Borrower or any of its Subsidiaries, of the transactions contemplated herebyDisclosed Litigation from that described on Schedule 3.01(b) that could be reasonably expected to have a Material Adverse Effect. (g) The Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets (either of the Borrower is not engaged only or of the Borrower and its Subsidiaries on a Consolidated basis) subject to the provisions of Section 5.02(a) or 5.02(c) or subject to any restriction contained in any agreement or instrument between the business Borrower and any Lender or any Affiliate of extending credit for any Lender relating to Debt and within the purpose scope of purchasing or carrying Section 6.01(d) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). For purposes of this Section 4.01(g), and no proceeds "assets" of the Borrower or any Advance will be used to purchase or carry any margin of its Subsidiaries includes, without limitation, the treasury stock or to extend credit to others for of the purpose of purchasing or carrying any margin stockBorrower that has not been retired. (h) The Advances Other than as set forth on Schedule 4.01(h), the operations and all related obligations properties of the Borrower under this Agreement and the Notes rank pari passu each of its Subsidiaries comply in all respects with all other unsecured obligations applicable Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance with all such Environmental Permits, except to the extent that are notany such noncompliance or failure to obtain any necessary permits could not be reasonably expected to have a Material Adverse Effect, by their terms, expressly subordinate and to such other obligations the knowledge of the Borrower, no circumstances exist that could be reasonably expected to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any applicable Environmental Law that could have a Material Adverse Effect. (i) Other than the properties set forth on Schedule 4.01(i) or such other properties as to which a Material Adverse Effect could not reasonably be expected to result, none of the properties currently or formerly owned or operated by the Borrower or any of its Subsidiaries is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list. (j) Other than the locations set forth on Schedule 4.01(j) or such other locations as to which a Material Adverse Effect could not reasonably be expected to result, neither the Borrower nor any of its Subsidiaries has transported or arranged for the transportation of any Hazardous Materials to any location that is listed or, to the knowledge of the Borrower, proposed for listing on the National Priorities List under CERCLA or on the CERCLIS or any analogous state list; other than as set forth on Schedule 4.01(j), Hazardous Materials have not been released or disposed of on any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries in material violation of any applicable Environmental Law or in a manner which could result in material liability to the Borrower or any of its Subsidiaries; and all Hazardous Materials have been used, treated, handled, stored and disposed of on such properties in material compliance with all applicable Environmental Laws and Environmental Permits. (k) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (l) Schedule B (Actuarial Information) to the 1994 annual report (Form 5500 Series) for each Plan, copies of which will have been filed with the Internal Revenue Service and furnished to the Lenders on or prior to September 30, 1995, will be complete and accurate in all material respects and will fairly present the funding status of such Plan as of the date set forth therein, and since the date of such Schedule B there shall have been no material adverse change in such funding status. (m) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (n) Neither the Borrower nor any of its ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Internal Revenue Code) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and, to the best of the Borrower's knowledge, no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (o) The Borrower and its Subsidiaries have no material liability not reflected on the Borrower's financial statements with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106. (p) Neither the Borrower nor any of its Subsidiaries is an "investment company", or an "affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Banks and the Agent as follows: (a) The Borrower is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the its Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter ’s restated certificate of incorporation or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the its Notes, except any such approvals, notices, actions or filings which have already been made, obtained or given. (d) This Agreement has been, and the Borrower’s Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and to general principles of equity. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at of December 31, 1994 2011 and September 30, 2012, and the related Consolidated statements of income and income, cash flows and shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months or fiscal quarter then ended, copies of which have been furnished to the Lenderseach Bank, fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse ChangeGAAP consistently applied (subject to year-end audit adjustments and the absence of footnotes in the case of quarterly financial statements). (f) There is are no pending actions, suits or threatened action or proceeding affecting proceedings against the Borrower or any of its Subsidiaries before any courtcourt or arbitrator or any governmental body, governmental agency or arbitratorofficial, that in which there is (in the best judgment of the Borrower) a reasonable possibility of an adverse decision which would affect (i) may materially adversely affect the business, consolidated financial condition position or consolidated results of operations of the Borrower or any and its Consolidated Subsidiaries, to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such decision would prevent the Borrower from repaying its Subsidiaries obligations in accordance with the terms of this Agreement, or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) United States federal income tax returns of the Borrower and its Subsidiaries have been examined and closed through the year ended December 31, 2004. The Borrower and its Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries, except such taxes or assessments, if any, as are being contested in good faith by appropriate proceedings. (h) Each of the Borrower’s Significant Subsidiaries is duly organized, validly existing and in good standing (or the equivalent under applicable local law) under the laws of its jurisdiction of organization, and has all power and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except in each case where the failure to do so could not reasonably be expected to affect (i) the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries to the extent that there is a reasonable possibility that such failure would prevent the Borrower from repaying its obligations in accordance with the terms of this Agreement, or (ii) the legality, validity or enforceability of this Agreement. (i) No Termination Event or Foreign Benefit Event has occurred, is still in existence, and is reasonably expected, singly or together with other such events that have occurred, to result in a Material Adverse Effect. (j) There has been no failure, with respect to any Plan, to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA where such failure would result in the imposition of an encumbrance under Section 430(k) of the Code or Section 303(k) of ERISA. (k) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that is reasonably expected to result in a Material Adverse Effect. (l) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or are then being terminated is reasonably expected to result in a Material Adverse Effect. (m) The Borrower and its Subsidiaries are in compliance in all material respects with all applicable Environmental Laws and have obtained and are in material compliance with any permits, approvals or authorizations required pursuant to Environmental Law, and neither the Borrower nor any of its Subsidiaries has been cited in writing as being in violation of any Environmental Laws by any Governmental Authority responsible for or having jurisdiction over hazardous waste disposal, where the failure to so comply or being so cited would (in the best judgment of the Borrower) materially affect the business, consolidated financial position or consolidated results of operations of the Borrower and its Subsidiaries, to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such non-compliance or being so cited would materially prevent the Borrower from repaying its obligations under this Agreement in accordance with the terms hereof. (n) There are no pending or, to the knowledge of the Borrower, threatened actions, suits or proceedings against the Borrower or any of its Subsidiaries before any court or arbitrator or other governmental agency or authority pursuant to any Environmental Law, in which there is (in the best judgment of the Borrower) a reasonable possibility of an adverse decision which would materially affect the business, consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries to the extent that there is (in the best judgment of the Borrower) a reasonable possibility that such decision would prevent the Borrower from repaying its obligations under this Agreement in accordance with the terms hereof. (o) Except as would not reasonably be expected to have a Material Adverse Effect, there have been no Releases of Hazardous Materials at any property currently owned, leased or operated by the Borrower or any Subsidiary, or to the knowledge of the Borrower, at any locations formerly owned, leased or operated by the Borrower or any of its Subsidiaries. (p) As of the Closing Date, since December 31, 2011 there has been no material adverse change in the business, financial condition, operations, properties or performance of the Borrower and its Subsidiaries, taken as a whole, or in the ability of the Borrower to perform its obligations under this Agreement or any Note. (q) [Reserved] (r) None of the Borrower nor any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940. (s) The proceeds of the Advances shall be applied for the purpose specified in Section 5.01(g). No Borrower is engaged as a substantial part of its activities in the business of extending credit for the purpose of purchasing or carrying margin stock Margin Stock. The value of the Margin Stock owned directly or indirectly by the Borrower or any Subsidiary which is subject to any arrangement (within the meaning as such term is used in Section 211.2(g) of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds ) hereunder is less than an amount equal to twenty-five percent (25%) of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose value of purchasing or carrying any margin stock. (h) The Advances and all related obligations assets of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate and/or such Subsidiary subject to such other obligations of the Borrowerarrangement.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2016 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2017, and the related unaudited statement of operations for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of operations for the period ended June 30, 2017, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2016, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and all related obligations delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower under this Agreement its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Notes rank pari passu with all other unsecured obligations Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary or Affiliate that are notwill act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations of the BorrowerAgreement will violate Anti-Corruption Laws or applicable Sanctions. (l) The Borrower is not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 3128, 1994 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the six condensed Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2004, and the related condensed Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject in the case of said balance sheet as at March 31, 2004, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and to the absence of footnote disclosure, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since Between December 3128, 1994 2003 and the date hereof, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect is pending or threatened on the financial condition or operations of the Borrower or any of its Subsidiaries date hereof and is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not, and immediately after the application by the Borrower of the proceeds of each Advance will not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (be an “investment company” within the meaning of Regulation U issued by the Board Investment Company Act of Governors of the Federal Reserve System)1940, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockas amended. (h) The Advances and all related obligations After giving effect to the application of the proceeds of each Advance, not more than 25% of the value of the assets of the Borrower under this Agreement and its Subsidiaries (as determined in good faith by the Notes rank pari passu with all other unsecured obligations Borrower) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between the Borrower that are not, and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will consist of or be represented by their terms, expressly subordinate to such other obligations of the BorrowerMargin Stock.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31January 2, 1994 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at April 2, 2000, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject in the case of said balance sheet as at April 2, 2000, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31Between January 2, 1994 2000 and the date hereof, there has been no Material Adverse Change. (f) There is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect is pending or threatened on the financial condition or operations of the Borrower or any of its Subsidiaries date hereof and is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not, and immediately after the application by the Borrower of the proceeds of each Advance will not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (be an "investment company" within the meaning of Regulation U issued by the Board Investment Company Act of Governors of the Federal Reserve System)1940, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockas amended. (h) The Advances and all related obligations After giving effect to the application of the proceeds of each Advance, not more than 25% of the value of the assets of the Borrower under this Agreement and its Subsidiaries (as determined in good faith by the Notes rank pari passu with all other unsecured obligations Borrower) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between the Borrower that are not, and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d) will consist of or be represented by their terms, expressly subordinate to such other obligations of the BorrowerMargin Stock.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation limited liability company (or after a transaction contemplated by Section 5.02(b)(iii), a corporation) duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s organizational powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken by the Borrower or any member of the Controlled Group or, to the knowledge of the Borrower, by any other Person to terminate any Plan (excluding any termination arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination would not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), and there has been no failure to satisfy the minimum funding standard described in Section 412(a)(2) of the Code with respect to any Single Employer Plan that would reasonably be expected to result in a lien pursuant to Section 430(k) of the Code. To the knowledge of the Borrower, no condition exists or event or transaction has occurred with respect to any Plan, which would reasonably be expected to result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)). (k) The Borrower has implemented, and maintains in effect, policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all related obligations Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with all Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower under or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby or the transactions contemplated hereby, is a Sanctioned Person. No Advance or Facility LC, use of proceeds or other transaction contemplated by this Agreement and the Notes rank pari passu with all other unsecured obligations of the will violate any Anti-Corruption Law or applicable Sanctions. (l) The Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borroweris not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at of December 31, 1994 2017 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by PricewaterhouseCoopers LLP, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2018, and the related unaudited statement of operations for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheet and statement of operations for the period ended June 30, 2018, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at of such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2017, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the later of the date of execution and delivery of this Agreement or the date of the most recent extension of the Commitment Termination Date pursuant to Section 2.17, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and all related obligations delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and Affiliates and their respective officers and employees and to the knowledge of the Borrower under this Agreement its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Notes rank pari passu with all other unsecured obligations Borrower, any Subsidiary or Affiliate or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary or Affiliate that are notwill act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by their terms, expressly subordinate to such other obligations the Agreement will violate Anti-Corruption Laws or applicable Sanctions. (l) The Borrower is not an EEA Financial Institution. (m) As of the BorrowerClosing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower It is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania, with all requisite corporate authority to own its properties and to carry on the business in which it is engaged; and it is duly qualified to transact the business in which it is engaged and is in good standing (to the extent such concept is recognized) in those jurisdictions in which the real or personal property owned or leased or the business conducted by it are material to its operations, except where failure to so qualify would not have a Material Adverse Effect. (b) The executionIt has the corporate power and authority to execute, delivery deliver and performance by perform this Agreement, to make the Borrower Loan provided for herein, to execute and deliver each of this Agreement the other Loan Documents to which it is a party and to perform its obligations under each of the Notes are within the Borrower's corporate powers, have other Loan Documents to which it is a party; and all such action has been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding proceedings on or affecting the Borrowerits part. (c) No authorization or approval or The audited consolidated balance sheets and related consolidated statements of income, shareholders' equity, comprehensive income and cash flows contained in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 have been prepared in accordance with GAAP and present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and 2012 and the results of operations and cash flows of the Borrower and its Consolidated Subsidiaries for each of the three fiscal years ending on December 31, 2013, 2012 and 2011. The unaudited consolidated balance sheets and related consolidated statements of income contained in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014, have been prepared in accordance with GAAP applicable to interim unaudited financial statements and, except for changes resulting from audit and normal year-end adjustments and for the absence of footnotes and other action byinformation required to be included in audited financial statements prepared in accordance with GAAP, present fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries as of September 30, 2014, and no notice to or filing with, any Governmental Authority is required the results of operations of the Borrower and its Consolidated Subsidiaries for the due execution, delivery and performance by the Borrower of this Agreement and the Notesfiscal quarter then ended. (d) Neither the execution and delivery of this Agreement or any of the other Loan Documents to which it is a party, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof or thereof, will violate or result in a breach (i) of any of the terms, conditions or provisions of the Restated Articles of Incorporation or bylaws of the Borrower; or (ii) of any order, writ, injunction or decree of any court or any law or regulation of the Federal government, the State of New York or any state in which the real or personal property owned or leased or the business conducted by the Borrower or any of its Subsidiaries is material to their respective operations, or any instrumentality of such government; or (iii) of any agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it is bound, the violation or breach of which would have a Material Adverse Effect or would constitute a default thereunder which default would have a Material Adverse Effect; or (iv) of any agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it is bound which would result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property of the Borrower or any of its Subsidiaries, which lien, charge or encumbrance would have a Material Adverse Effect. (e) This Agreement has been, and each of the Notes when delivered hereunder will other Loan Documents to which it is a party have been, been duly and validly executed and delivered by the Borrower. This Agreement is, Borrower and each of the Notes when delivered hereunder will be, constitute legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors' rights. (ef) The Consolidated balance sheets Each of the Borrower and its Subsidiaries as at December 31, 1994 has fulfilled its obligations under ERISA and the related Consolidated statements Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of income ERISA and cash flows of the Internal Revenue Code with respect to each Plan, except for such failures or non-compliance as would not have a Material Adverse Effect. No Reportable Event has occurred and is continuing with respect to any Plan, except for such Reportable Events as would not have a Material Adverse Effect. Neither the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or nor any of its Subsidiaries before has incurred any courtliability to PBGC or under ERISA and the Internal Revenue Code with respect to any Plan, governmental except for premiums not yet due and payable or liabilities as would not have a Material Adverse Effect. (g) No authorization, consent, approval, license or other action by, and no registration or filing with, any government agency or arbitrator, that (i) may materially adversely affect instrumentality is necessary in connection with the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability execution and delivery of this Agreement or the Notes or Notes, the consummation of the transactions herein contemplated hereby. (g) The Borrower is not engaged in or the business performance of extending credit or compliance with the terms and conditions hereof and thereof, except for the purpose of purchasing such authorizations, consents, approvals, licenses or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)other actions by, and no proceeds of any Advance such registrations or filings with, such government agencies or instrumentalities as have been or will be used to purchase timely made or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockobtained. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIllinois. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (x) in full force and effect and (y) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2015 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by PricewaterhouseCoopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2015, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or or, to the knowledge of the Borrower after due inquiry, threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries Subsidiary before any court, governmental agency or arbitratorarbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or, that (i) may materially adversely affect to the financial condition knowledge of the Borrower after due inquiry, threatened action or operations of proceeding against the Borrower or any of its Subsidiaries or (ii) Subsidiary that purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act, except for any cash payments made (or any common stock issued in connection with the terms of the Existing Warrants) in connection with the Existing Warrants or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken to terminate any Plan and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty. (k) The Borrower has implemented, and maintains in effect, policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all related obligations Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with all Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower under or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby or the transactions contemplated hereby, is a Sanctioned Person. No Advance or Facility LC, use of proceeds or other transaction contemplated by this Agreement and the Notes rank pari passu with all other unsecured obligations of the will violate any Anti-Corruption Law or applicable Sanctions. (l) The Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borroweris not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws bylaws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes, other than those authorizations, approvals, notices, filings and actions that have been obtained, filed or taken on or before the Effective Date by the Borrower. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1997, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 1998, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the nine months then ended, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at September 30, 1998, and said statements of income and cash flows for the nine months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since Except as set forth in the Borrower's filings with the Securities and Exchange Commission prior to the Effective Date (including, without limitation, the Borrower's Form 10-Q for each of the fiscal quarters ended on March 31, 1998, June 30, 1998 and September 30, 1998), since December 31, 1994 1997, there has been no Material Adverse Change. (f) There is no pending or or, to the best of the Borrower's knowledge, threatened action or proceeding affecting the Borrower or any of its Consolidated Subsidiaries before any court, or governmental agency or arbitrator, that arbitrator which (i) may materially adversely affect except as set forth in the financial condition or operations Borrower's filings with the Securities and Exchange Commission prior to the Effective Date (including, without limitation, the Borrower's Form 10-K for the fiscal year ended December 31, 1997 and the Borrower's Form 10-Q for each of the Borrower or any of its Subsidiaries fiscal quarters ended on March 31, 1998, June 30, 1998 and September 30, 1998), is reasonably likely to have a Material Adverse Effect or (ii) purports is reasonably likely to affect the legality, validity or enforceability of this Agreement Agreement, any Note or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower No ERISA Event that would have a Material Adverse Effect has occurred or is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of reasonably expected to occur with respect to any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockPlan. (h) As of the Effective Date, neither the Borrower nor any ERISA Affiliate participates in any Multiple Employer Plan or in any Multiemployer Plan with respect to which the Borrower or any ERISA Affiliate has any Withdrawal Liability or other liability that, in either case, would have a Material Adverse Effect. (i) The Advances Borrower (i) is in substantial compliance with any and all related obligations applicable Environmental Laws, (ii) has received to the best of the Borrower under this Agreement its knowledge all required Environmental Permits and the Notes rank pari passu (iii) is in substantial compliance with all other unsecured obligations terms and conditions of any such Environmental Permits, except where any such noncompliance with Environmental Laws, failure to receive an Environmental Permit, or failure to comply with the Borrower that are notterms and conditions of an Environmental Permit, by their terms, expressly subordinate to such other obligations of the Borrowerwould not have a Material Adverse Effect.

Representations and Warranties of the Borrower. Effective as Each of the Effective Date and, other than the last sentence of Section 4.01(e), as Borrower and each of the date of each Borrowing, the Borrower Guarantors party hereto hereby represents and warrants as followsfollows as of the Fourth Amendment Effective Date: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have This Amendment has been duly authorized by all necessary corporate actionauthorized, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, Borrower and each of Guarantor and this Amendment and the Notes when delivered hereunder will be, Amended Credit Agreement constitute legal, valid and binding obligations of the Borrower and the Guarantors and are enforceable against the Borrower and the Guarantors in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (eb) The Consolidated balance sheets As of the date hereof, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrower and its Subsidiaries the Guarantors set forth in the Amended Credit Agreement and in each other Loan Document are true and correct in all material respects on and as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for date hereof, except to the fiscal year and the six months then endedextent any such representation or warranty is stated to relate solely to an earlier date, copies of in which case such representation or warranty shall have been furnished to the Lenders, fairly present the financial condition true and correct in all material respects on and as of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such earlier date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (fc) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports Immediately after giving effect to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in , including the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors making of the Federal Reserve System)Tranche B-1 Term Loans under this Amendment, and no immediately after giving effect to the application of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for such Tranche B-1 Term Loans, on the purpose Fourth Amendment Effective Date (a) the fair value of purchasing or carrying any margin stock. (h) The Advances and all related obligations the assets of the Borrower under this Agreement and its Subsidiaries, on a consolidated basis (on a going concern basis), exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b) the Notes rank pari passu with all other unsecured obligations present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c) the Borrower and its Subsidiaries, on a consolidated basis, are notable to pay their debts and liabilities, by their termssubordinated, expressly subordinate contingent or otherwise, as such liabilities become absolute and matured; and (d) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to such other obligations engage in, business for which they have unreasonably small capital. For purposes of this paragraph, the Borroweramount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability in the ordinary course of business.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Agent and each Bank, with full knowledge that the Agent and each Bank is relying on the following representations and warranties in executing this Amendment, as follows: (a) The Borrower is a corporation duly organizedhas corporate power and authority to execute, validly existing deliver and in good standing under perform this Amendment, and all corporate action on the laws part of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required requisite for the due execution, delivery and performance of this Amendment has been duly and effectively taken. (b) The Agreement as amended by this Amendment and the Loan Documents and each and every other document executed and delivered in connection with (c) This Amendment does not and will not violate any provisions of the articles or certificate of incorporation or bylaws of the Borrower, or any contract, agreement, instrument or requirement of any Governmental Authority to which the Borrower is subject. The Borrower's execution of this Amendment will not result in the creation or imposition of any lien upon any properties of the Borrower, other than those permitted by the Borrower of this Agreement and the Notesthis Amendment. (d) This Agreement has beenThe Borrower's execution, delivery and performance of this Amendment do not require the Notes when delivered hereunder will have beenconsent or approval of any other Person, duly executed and delivered by the Borrower. This Agreement isincluding, and each without limitation, any regulatory authority or governmental body of the Notes when delivered hereunder will be, legal, valid and binding obligations United States of America or any state thereof or any political subdivision of the Borrower enforceable against the Borrower in accordance with their respective termsUnited States of America or any state thereof. (e) The Consolidated balance sheets audited annual financial statements of the Borrower and its Subsidiaries as at December 31April 30, 1994 1997 and the related Consolidated interim financial statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year six (6) months ended October 31, 1997 and the six months related consolidated statements of income and retained earnings and cash flows of the Borrower for the periods then ended, copies of ended which have been furnished to the LendersAgent and the Banks, fairly present the financial condition of the Borrower and its Subsidiaries as at such date of April 30, 1997 and October 31, 1997 and the results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse ChangeGAAP applied on a consistent basis. (f) There The Borrower has performed and complied with all agreements and conditions contained in the Agreement required to be performed or complied with by the Borrower prior to or at the time of delivery of this Amendment. (g) No Default or Event of Default exists and after giving effect to this Amendment no Default or Event of Default will exist and all of the representations and warranties contained in the Agreement, as amended by this Amendment, and the other Loan Documents are true and correct in all material respects on and as of this date. (h) Nothing in this Section 6 of this Amendment is no pending intended to amend any of the representations or threatened action warranties contained in the Agreement or proceeding affecting of the Loan Documents to which the Borrower or any of its the Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyis a party. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower.. 39 35 (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1993, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Ernst & Young, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at March 31, 1994 and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December 31, 1994 1993, there has been no Material Adverse Change. (f) There To the best of the Borrower's knowledge, there is no pending or threatened action action, suit, investigation, litigation or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect could be reasonably likely to have a Material Adverse Effect (other than the financial condition or operations of the Borrower or any of its Subsidiaries Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.. 40 36 (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan. (i) Neither the Borrower nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan. (j) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA. (k) Except as set forth in the financial statements referred to in Section 4.01(e), the Borrower and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No.106. (1) The Advances operations and all related obligations properties of the Borrower under this Agreement and the Notes rank pari passu each of its Subsidiaries comply in all material respects with all other unsecured obligations Environmental Laws, all necessary Environmental Permits have been obtained and are in effect for the operations and properties of the Borrower and its Subsidiaries, the Borrower and its Subsidiaries are in compliance in all material respects with all such Environmental Permits, and no circumstances exist that are notcould be reasonably likely to (i) form the basis of an Environmental Action against the Borrower or any of its Subsidiaries or any of their properties that could have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, by their termsoccupancy, expressly subordinate to such other obligations of the Borroweruse or transferability under any Environmental Law that could have a Material Adverse Effect.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified and in good standing under the laws of the respective states in which ownership of property or the nature of the business transacted by it makes such qualification necessary, and in which failure to so qualify would have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for in connection with the due execution, delivery and performance by the Borrower of this Agreement and the NotesAgreement. (d) This Agreement has been, and is the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights. (ei) The Consolidated consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31June 30, 1994 1999, and the related Consolidated consolidated statements of income and cash flows for the fiscal year then ended, copies of which have been furnished to each Lender, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, all in accordance with GAAP consistently applied. (ii) The unaudited consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 2000 and the six related unaudited consolidated statements of income and cash flows for the nine months then ended, copies of which have been furnished to the Lenderseach Lender, fairly present present, in conformity which GAAP applied on a consistent basis with the financial condition statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at of such date and the their consolidated results of operations and cash flows for such nine-month period (subject to normal year-end audit adjustments). Credit Agreement (iii) Since June 30, 1999, there has been no material adverse change in the business, condition (financial or otherwise), prospects or results of operations of the Borrower and its Subsidiaries Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Changefiscal year then ended. (f) There is no pending or threatened (or, to the Borrower's knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is a reasonable possibility of an adverse decision that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports could reasonably be expected to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyhave a Material Adverse Effect. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)Margin Stock, and no proceeds of any Advance will be used for any purpose which violates the provisions of the regulations of the Board of Governors of the Federal Reserve System. After applying the proceeds of each Advance, not more than 25% of the value (as determined in accordance with Regulation U) of the assets of the Borrower and of the Borrower and its Subsidiaries taken as a whole will consist of or be represented by Margin Stock. If requested by any Lender or the Administrative Agent, the Borrower will furnish to purchase or carry any margin stock or the Administrative Agent and each Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to extend credit in Regulation U, the statements made in which shall be such, in the opinion of the Administrative Agent and each Lender, as to others for permit the purpose of purchasing or carrying any margin stock.transactions contemplated hereby in accordance with Regulation U. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which to the Borrower's knowledge have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability (other than for the payment of premiums not yet due and payable) to the PBGC established under this Agreement ERISA in connection with any Plan or to the Borrower's knowledge any Multiemployer Plan. (j) The Borrower and each of its Subsidiaries has obtained all environmental, health and safety permits, licenses and other authorizations required under all Environmental Laws to carry on its business as now being or as proposed to be conducted, except to the extent failure to have any such permit, license or authorization could not reasonably be expected to have a Material Adverse Effect. Each of such permits, licenses and authorizations is in full force and effect and the Notes rank pari passu Borrower and each of its Subsidiaries is in compliance with the terms and conditions thereof, and is also in compliance with all other unsecured obligations limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any Credit Agreement applicable Environmental Law or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, except to the extent failure to maintain in effect such permit, license or authorization or comply with any of the foregoing could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (k) Without limiting the foregoing paragraphs (a) through (j), the Borrower that are notand each of its Subsidiaries is in full compliance with all laws, statutes, rules, regulations and orders binding on or applicable to the Borrower, its Subsidiaries and all of their respective properties, except to the extent failure to so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (l) Schedule I hereto is a complete and correct list of each security interest granted by their terms, expressly subordinate to such other obligations the Borrower and its Subsidiaries in connection with any Debt as of the Borrowerdate hereof.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good ood standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1994 1995 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 1995, there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, . validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter Articles of Incorporation or by-laws or Bylaws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes, except, upon completion of the PECO/Unicom Merger, approval of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower PECO and its Subsidiaries as at December 31, 1994 1999, and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower PECO and its Subsidiaries for the fiscal year then ended, certified by Pricewaterhouse Coopers LLP, and the six months unaudited consolidated balance sheet of PECO and its Subsidiaries as at June 30, 2000, and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheets and statements of income for the period ended June 30, 2000, to year-end adjustments) the consolidated financial condition of PECO and its Subsidiaries as at such dates and the Borrower consolidated results of the operations of PECO and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. (ii) The consolidated balance sheet of Unicom and its Subsidiaries as at June 30, 2000 and the related consolidated statements of income, retained earnings and cash flows of Unicom for the twelve months then ended, together with the report thereon of Arthur Anderson LLP included in Unicom's Quarterly Report on Form 10-Q for the fxxxxx qxxxxxx xhen ended, copies of which have been furnished to each Lender, fairly present in all material respects (subject to year-end adjustments) the consolidated financial condition of Unicom and its Subsidiaries as at such date and the consolidated results of the operations of the Borrower Unicom and its Subsidiaries for the period ended on such date, all date in accordance with GAAP. . (iii) The unaudited pro forma combined condensed financial data of PECO and Unicom set forth in the Proxy Statement fairly presents the pro forma financial condition of the Borrower as at December 31, 1999 and as at and for the three months ended March 31, 2000 (in each case giving effect to the purchase of Unicom by PECO). (iv) Since December 31, 1994 1999, in the case of PECO, June 30, 2000, in the case of Commonwealth, and the date of preparation of the pro forma financial data referred to in clause (iii) above, in the case of the Borrower, there has been no Material Adverse Change. (f) There Except as disclosed in PECO's, Unicom's or the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition reasonably be anticipated to have a Material Adverse Effect. There is no pending or operations of threatened action or proceeding against the Borrower or any of its Subsidiaries or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) Except as contemplated by the Merger Agreement, no proceeds of any Loan have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and and, except as contemplated by the Merger Agreement, no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Material Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Borrower under Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower or any member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such other obligations or any member of the BorrowerControlled Group of any material liability, fine or penalty.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate ’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of the Borrower, and do not and will not contravene (i) the organizational documents of the Borrower's charter or by-laws or , (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of the Borrower or any Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement Agreement, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such date, all dates in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Effective Date, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against the Borrower of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances Borrower is not required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension, no steps have been taken by the Borrower or any member of the Controlled Group or, to the knowledge of the Borrower, by any other Person to terminate any Plan (excluding any termination arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination would not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)), and there has been no failure to satisfy the minimum funding standard described in Section 412(a)(2) of the Code with respect to any Single Employer Plan that would reasonably be expected to result in a lien pursuant to Section 430(k) of the Code. To the knowledge of the Borrower, no condition exists or event or transaction has occurred with respect to any Plan, which would reasonably be expected to result in the incurrence by the Borrower or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 6.01(g)). (k) The Borrower has implemented, and maintains in effect, policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with all related obligations Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower, its directors and agents, are in compliance with all Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower under or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby or the transactions contemplated hereby, is a Sanctioned Person. No Advance or Facility LC, use of proceeds or other transaction contemplated by this Agreement and the Notes rank pari passu with all other unsecured obligations of the will violate any Anti-Corruption Law or applicable Sanctions. (l) The Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borroweris not an EEA Financial Institution.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants to the Lenders and the Agent that each of the following matters is and will be true and correct as followsat the date of execution hereof: (a) The Borrower is a corporation duly organized, established and validly existing and in good standing under the laws of the State of Delaware, and is in good standing thereunder. (b) The execution, delivery execution and performance of this Agreement by the Borrower and any transactions associated herewith are within the corporate purposes of the Borrower and the Borrower has duly completed all procedures necessary therefor under the Laws and Ordinances, the articles of incorporation, the by-laws and other intracompany rules and regulations of the Borrower. (c) The execution and performance of this Agreement by the Borrower and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do any transactions associated herewith does not contravene result in (i) any violation of Laws and Ordinances binding upon the Borrower's charter or by-laws or , (ii) any law or breach of its articles of incorporation and other intracompany rules of the Borrower, and (iii) any breach of a contractual restriction binding on or affecting the Borrower. (c) No authorization Borrower or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notesits property. (d) The persons who have executed this Agreement are duly authorized so as to do as the representatives of the Borrower by all procedures necessary pursuant to the Laws and Ordinances, the articles of incorporation, the by-laws or other intracompany rules and regulations of the Borrower. (e) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, constitutes legal, valid and binding obligations of the Borrower Borrower, and is enforceable against the Borrower in accordance with their respective termsthe terms of this Agreement, except as the enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. (ef) The Consolidated consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1994 2007, and the related Consolidated consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year then ended, which include an opinion of PricewaterhouseCoopers LLC, independent public accountants, and the six consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2008, and the related consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries for the three months then ended, duly certified by the chief financial officer, treasurer or controller of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at March 31, 2008, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its consolidated Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPGAAP consistently applied. Since December 31, 1994 2007, there has been no Material Adverse Change. (fg) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. (h) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The This Agreement, each of the 3 Existing Notes, each of the 3 Existing Warrants and all transactions contemplated herein and therein have been duly and validly executed by the Borrower; the Borrower is a corporation duly organizedauthorized and has the power to enter into this Agreement, validly existing the 3 Existing Notes and in good standing under the laws 3 Existing Warrants and perform all of the State transactions set forth herein and therein (including, but not limited to, reducing the Conversion Price of Delaware. (b) The execution, delivery the 3 Existing Notes and performance the Exercise Price of the 3 Existing Warrants and provided certain conditions are met by the Borrower of as provided in the 3 Existing Notes, paying Amortization Payments in Conversions Shares), and this Agreement Agreement, the 3 Existing Notes and the Notes are within 3 Existing Warrants all constitute valid binding obligations and agreements of the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (eb) The Consolidated balance sheets All necessary action has been taken by the Borrower including, but not limited to, by its Board of Directors and stockholders, if necessary, to authorize and effectuate all transactions set forth in this Agreement, the 3 Existing Notes and the 3 Existing Warrants. (c) No consents, approvals, permits and/or authorizations is required by any governmental and/or regulatory body including, but not limited to, FINRA, the SEC and/or Nasdaq not already obtained by the Borrower to effectuate the transactions set forth in this Agreement, the 3 Existing Notes and the 3 Existing Warrants and neither the execution, delivery of and the performance of the Borrower and its Subsidiaries as at December 31, 1994 and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenders, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyby this Agreement, the 3 Existing Notes and the 3 Existing Warrants nor the effectuation of the transactions disclosed herein or therein will result in (or with the passage of time and/or the giving of notice could result in), an Event of Default, a default, breach, violation and/or an event of default of (i) any loan, instrument and/or other agreement that the Borrower and/or its Subsidiaries are a party to and/or any of their respective assets and/or properties are bound by or subject to, (ii) the bylaws or other charter documents of the Borrower and/or its Subsidiaries and/or (iii) result in the violation of any law; rule and/or regulation of any federal, state and/or regulatory body including, but not limited to, the SEC, FINRA and/or Nasdaq. (gd) The Borrower is not engaged issuance of the (i) 3 Existing Notes and all Conversion Shares issuable (x) upon conversion of the 3 Existing Notes, and (y) as payment in whole and/or in part of the Amortization Payment, and (ii) the 3 Existing Warrants and all Warrant Shares issuable upon exercise of the 3 Existing Warrants, are exempt (or will be with respect to the Conversion Shares and Warrant Shares), from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 506 of Regulation D and/or Section 4(2) thereof; and the issuance of the Conversion Shares when issued upon each conversion of the 3 Existing Notes, and the Warrant Shares upon each exercise of the 3 Existing Warrants will vest in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)Lender sole and exclusive title to such securities free from all Liens, encumbrances and/or other clouds on title and no proceeds of any Advance such securities will be used when issued, fully paid, validly issued and non-assessable and not subject to purchase any pre-emptive rights, rights of first refusal, or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockother similar rights. (he) The Advances execution, delivery and all related obligations performance of this Agreement, the Borrower under this Agreement 3 Existing Notes, the 3 Existing Warrants and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, transactions contemplated hereby and thereby by their terms, expressly subordinate to such other obligations of the Borrower., (i) are within Borrower’s corporate powers, (ii) have been duly authorized by all necessary action by or on behalf of Borrower (and/or its shareholders to the extent required by law), (iii) have received all necessary and/or required governmental, regulatory and other approvals and consents (if any shall be required) on behalf of Borrower, (iv) do not and shall not contravene or conflict with any provision of, or require any consents under (a) any law, rule, regulation or ordinance, (b) Borrower’s organizational documents; and/or

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter Restated Articles of Incorporation or byBy-laws or laws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes except for the filing of the Securities Certificate with, and the Notesfinal approval of, and the Order of Registration issued by, the PPUC, which filing has been duly made and which final approval and Order of Registration have been duly obtained; such Order of Registration is in full force and effect and is final; and on and after the date of the initial Borrowing hereunder, the action of the PPUC registering the Securities Certificate shall no longer be subject to appeal. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. (e) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 1997, and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Xxxxxxx, and the six months unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 1998 and the related unaudited statements of income for the six-month period then ended, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects (subject, in the case of such balance sheets and statements of income for the period ended June 30, 1998, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since , and since December 31, 1994 1997, there has been no Material Adverse Change. (f) There Except as disclosed in the Borrower's Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders (including reports filed prior to the date of execution and delivery of this Agreement and reports delivered to the Lenders pursuant to Section 5.01(b)), there is no pending or threatened action action, investigation or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect the financial condition reasonably be anticipated to have a Material Adverse Effect. There is no pending or operations of threatened action or proceeding against the Borrower or any of its Subsidiaries or (ii) that purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Principal Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower (i) is exempt from the provisions of the Borrower under Public Utility Holding Company Act of 1935, as amended, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(2) thereof, and (ii) is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Borrowing under this Agreement, no steps have been taken to terminate any Plan, and no contribution failure by the Borrower or any member of the Controlled Group has occurred with respect to any Plan. No condition exists or event or transaction has occurred with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower or any member of the Controlled Group of any material liability, fine or penalty. (k) The Borrower is reviewing its operations and those of its Subsidiaries with a view to assessing whether its businesses, or the business of any of its Subsidiaries, (i) will be vulnerable to a Year 2000 Problem or (ii) will be vulnerable to the effects of a Year 2000 Problem suffered by the Borrower's or any of its Subsidiaries' major counterparties, in the case of clause (ii), as described in the Borrower's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. The Borrower represents and warrants that it does not believe that any Year 2000 Problem will impair the Borrower's ability to pay principal or interest on the Notes rank pari passu in accordance with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes any Note are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not and will not contravene (i) the Borrower's charter ’s Articles of Incorporation or byBy-laws or laws, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the BorrowerBorrower or its properties. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or any Note, except an appropriate order or orders of (i) the Securities and Exchange Commission under the NotesPublic Utility Holding Company Act of 1935, if applicable and (ii) the Federal Energy Regulatory Commission, if applicable. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes applicable Note when delivered hereunder will be, legal, valid and binding obligations of the Borrower Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 1994 2004 and the related Consolidated consolidated statements of income income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAP. Since ; and (ii) since December 31, 1994 2004 there has been no Material Adverse Change. (f) Except as disclosed in the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the date of execution and delivery of this Agreement, there is no pending or threatened action, investigation or proceeding affecting the Borrower or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) No proceeds of any Loan have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Subsidiaries is represented by margin stock. (hi) The Advances and all related obligations Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Borrower under Investment Company Act of 1940, as amended. (j) During the twelve consecutive month period prior to the date of the execution and delivery of this Agreement and prior to the Notes rank pari passu with all other unsecured obligations date of any drawdown under this Agreement, no steps have been taken to terminate any Plan, and there is no “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA) with respect to any Plan (including any Multiemployer Plan) which might result in the incurrence by the Borrower that are not, by their terms, expressly subordinate to such or any other obligations member of the BorrowerControlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower enforceable against the Borrower in accordance with their respective terms. (e) The Consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December August 31, 1994 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year eight-month transition period then ended, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants, and the six Consolidated balance sheet of the Borrower and its Subsidiaries as at February 29, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the Chief Financial Officer, Treasurer, Assistant Treasurer, Controller or Assistant Controller of the Borrower, copies of which have been furnished to the Lenderseach Lender, fairly present present, subject, in the case of said balance sheet as at February 29, 2004, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such date dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period periods ended on such datedates, all in accordance with GAAPgenerally accepted accounting principles consistently applied. Since December Except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the quarter ending February 29, 2004, since August 31, 1994 2003, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or threatened action or proceeding proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Consolidated Subsidiaries before any court, governmental agency or arbitrator, arbitrator that (i) may materially adversely affect is reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation), and there has been no material adverse change in the status of, or financial condition or operations of effect on the Borrower or any of its Consolidated Subsidiaries as a result of, the Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of this Agreement or the Notes Agreement, any Note or the consummation of the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing an "investment company", or carrying margin stock (a company "controlled" by an "investment company", within the meaning of Regulation U issued by the Board Investment Company Act of Governors of the Federal Reserve System)1940, and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockas amended. (h) The Advances and all related obligations of the Borrower under this Agreement and the Notes rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to such other obligations of the Borrower.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareIowa and is duly qualified to do business and is in good standing as a foreign corporation under the laws of each state in which the ownership of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect, and each Material Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by the Borrower of this Agreement each Loan Document, and the Notes consummation of the transactions contemplated hereby and thereby, are within the Borrower's ’s corporate powers, powers and have been duly authorized by all necessary corporate action, . Each Loan Document has been duly executed and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting delivered by the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement any Loan Document, other than such Governmental Approvals that have been duly obtained and are in full force and effect, which as of the Notesdate hereof include: Order issued December 19, 2012 by the Illinois Commerce Commission in Docket No. 12-0567; and Letter Order issued October 11, 2012, as amended by an Errata Order issued October 15, 2012, in Docket No. ES12-51-000, by the FERC. (d) This Agreement has beenThe execution, delivery and the Notes when delivered hereunder will have been, duly executed and delivered performance by the Borrower. This Agreement is, and each Borrower of the Notes when delivered hereunder Loan Documents will benot (i) violate (A) the articles of incorporation or bylaws (or comparable documents) of Borrower or any of its Material Subsidiaries or (B) any Applicable Law, (ii) be in conflict with, or result in a breach of or constitute a default under, any contract, agreement, indenture or instrument to which the Borrower or any of its Material Subsidiaries is a party or by which any of its or their respective properties is bound or (iii) result in the creation or imposition of any Lien on the property of Borrower or any of its Material Subsidiaries other than Permitted Liens and Liens required under this Agreement, except to the extent such conflict, breach or default referred to in the preceding clause (ii), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Each Loan Document is the legal, valid and binding obligations obligation of the Borrower Borrower, enforceable against the Borrower in accordance with their respective its terms, except as limited by bankruptcy and similar laws affecting the enforcement of creditors’ rights generally and by the application of general equitable principles. (ef) The Consolidated Borrower and each Material Subsidiary are in compliance with all Applicable Laws (including Environmental Laws), except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (g) There is no action, suit, proceeding, claim or dispute pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Material Subsidiaries, or any of its or their respective properties or assets, before any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There is no injunction, writ, preliminary restraining order or any other order of any nature issued by any Governmental Authority directing that any material aspect of the transactions expressly provided for in any of the Loan Documents not be consummated as herein or therein provided. (h) The consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1994 2012, and the related Consolidated consolidated statements of income and income, cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year and the six months then endedended on such date, certified by Deloitte & Touche LLP, copies of which have heretofore been furnished to the LendersAdministrative Agent and each Lender, present fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as at such date date, and the consolidated results of the their operations of the Borrower and its Subsidiaries cash flows for the period ended on fiscal year then ended. All such datefinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP. GAAP applied consistently throughout the periods involved (except as may be disclosed therein). (i) Since December 31, 1994 there 2012, no event has been no occurred that could reasonably be expected to have a Material Adverse ChangeEffect. (fj) There is no pending The Borrower and each Material Subsidiary have filed or threatened action caused to be filed all Federal and other material tax returns that are required by Applicable Law to be filed, and have paid all taxes shown to be due and payable on said returns or proceeding affecting the Borrower on any assessments made against it or any of its Subsidiaries before any court, governmental agency or arbitrator, that property; other than (i) with respect to taxes the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or the applicable Material Subsidiary, as the case may materially adversely affect be, or (ii) to the financial condition extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (k) No ERISA Event has occurred other than as would not, either individually or operations in the aggregate, be reasonably expected to have a Material Adverse Effect. There are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any of its Subsidiaries ERISA Affiliates, threatened, that would reasonably be expected to be asserted successfully against any Pension Plan and, if so asserted successfully, would reasonably be expected either singly or (ii) purports in the aggregate to affect have a Material Adverse Effect. No lien imposed under the legality, validity Internal Revenue Code or enforceability of this Agreement or ERISA on the Notes or the consummation assets of the transactions contemplated herebyBorrower or any of its ERISA Affiliates exists or is likely to arise with respect to any Pension Plan. The Borrower and each of its Subsidiaries have complied with foreign law applicable to its Foreign Plans, except to the extent that failure to comply would not reasonably be expected to have a Material Adverse Effect. (gl) The Borrower is not engaged in the business of extending credit for the purpose of purchasing buying or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System)Margin Stock, and no proceeds of any Advance Loan will be used to purchase buy or carry any margin stock Margin Stock or to extend credit to others for the purpose of purchasing buying or carrying any margin stockMargin Stock. Not more than 25% of the assets of the Borrower and the Material Subsidiaries that are subject to the restrictions of Section 5.02(a) or (c) constitute Margin Stock. (hm) The Advances and all related obligations Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. (n) There are no claims, liabilities, investigations, litigation, notices of violation or liability, administrative proceedings, judgments or orders, whether asserted, pending or threatened, relating to any liability under or compliance with any applicable Environmental Law, against the Borrower or any Material Subsidiary or relating to any real property currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary, that would reasonably be expected to have a Material Adverse Effect. No Hazardous Materials have been or are present or are being spilled, discharged or released on, in, under or from property (real, personal or mixed) currently or formerly owned, leased or operated by the Borrower or any Material Subsidiary in any quantity or manner violating, or resulting in liability under, any applicable Environmental Law, which violation or liability would reasonably be expected to have a Material Adverse Effect. (o) No written statement or information furnished by or on behalf of the Borrower under to the Administrative Agent, any Lender or any LC Issuing Bank in connection with the syndication or negotiation of this Agreement (including the CIM) or delivered pursuant hereto, in each case as of the date such statement or information is made or delivered, as applicable, contained or contains, any material misstatement of fact or intentionally omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (p) Each Material Subsidiary as of the date hereof is set forth on Schedule III. (q) The Borrower and the Notes rank pari passu each Material Subsidiary are in compliance in all material respects with all other unsecured obligations (i) United States economic sanctions laws, executive orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control, (ii) applicable anti-money laundering and counter-terrorism financing provisions of the Borrower that are not, by their terms, expressly subordinate Bank Secrecy Act and all rules regulations issued pursuant to such other obligations it and (iii) applicable provisions of the BorrowerUnited States Foreign Corrupt Practices Act of 1977.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the Borrower Each Loan Party represents and warrants as follows: (a) The Borrower Such Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareorganization. (b) The execution, delivery and performance by the Borrower such Loan Party of this Agreement and the Notes are within the Borrower's corporate such Loan Party’s powers, have been duly authorized by all necessary corporate actionorganizational action on the part of such Loan Party, and do not and will not contravene (i) the Borrower's charter or by-laws or organizational documents of such Loan Party, (ii) any applicable law or (iii) any contractual or legal restriction binding on or affecting the Borrowerproperties of such Loan Party or any Subsidiary of such Loan Party. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower such Loan Party of this Agreement and any other Credit Document to which such Loan Party is a party, except any order that has been duly obtained and is (i) in full force and effect and (ii) sufficient for the Notespurposes hereof. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, is a legal, valid and binding obligations obligation of the Borrower such Loan Party, enforceable against the Borrower such Loan Party in accordance with their respective its terms, except as the enforceability thereof may be limited by equitable principles or bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. (ei) The Consolidated consolidated balance sheets sheet of the Borrower Exelon and its Subsidiaries as at December 31, 1994 2010 and the related Consolidated consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Borrower Exelon and its Subsidiaries for the fiscal year and the six months then ended, certified by Pricewaterhouse Coopers LLP, copies of which have been furnished to the Lenderseach Lender, fairly present in all material respects the consolidated financial condition of the Borrower Exelon and its Subsidiaries as at such date and the consolidated results of the operations of the Borrower Exelon and its Subsidiaries for the period ended on such date, all date in accordance with GAAP. Since ; and (ii) since December 31, 1994 2010, there has been no Material Adverse Change. (f) Except as disclosed in either Exelon’s or the Borrower’s Annual, Quarterly or Current Reports, each as filed with the Securities and Exchange Commission and delivered to the Lenders prior to the Restatement Effective Date, there is no pending or threatened action, investigation or proceeding affecting Exelon or any Subsidiary before any court, governmental agency or arbitrator that may reasonably be anticipated to have a Material Adverse Effect. There is no pending or threatened action or proceeding affecting the Borrower against Exelon or any of its Subsidiaries before any court, governmental agency or arbitrator, Subsidiary that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect the legality, validity validity, binding effect or enforceability against any Loan Party of this Agreement or the Notes or the consummation of the transactions contemplated herebyAgreement. (g) The Borrower No proceeds of any Advance have been or will be used directly or indirectly in connection with the acquisition of in excess of 5% of any class of equity securities that is not registered pursuant to Section 12 of the Exchange Act or any transaction subject to the requirements of Section 13 or 14 of the Exchange Act. (h) No Loan Party is engaged principally , or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve SystemBoard), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of Exelon and its Subsidiaries is represented by margin stock. (hi) The Advances No Loan Party is required to register as an “investment company” under the Investment Company Act of 1940. (j) During the twelve consecutive month period prior to the Restatement Effective Date and all related obligations prior to the date of any Extension of Credit, no steps have been taken by Exelon or any Controlled Group member or, to the knowledge of any Loan Party, by any other Person to terminate any Plan (excluding any termination arising out of the Borrower institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such termination would not constitute an Event of Default or Unmatured Event of Default under this Agreement Section 7.01(g)), and there has been no failure to satisfy the Notes rank pari passu with all other unsecured obligations minimum funding standard described in Section 412(a)(2) of the Borrower Code with respect to any Single Employer Plan that are not, by their terms, expressly subordinate would reasonably be expected to such other obligations result in a lien pursuant to Section 430(k) of the Code. To the knowledge of any Loan Party, no condition exists or event or transaction has occurred with respect to any Plan which would reasonably be expected to result in the incurrence by the Borrower, Exelon or any other member of the Controlled Group of any material liability (other than to make contributions, pay annual PBGC premiums or pay out benefits in the ordinary course of business), fine or penalty (excluding any condition, event or transaction arising out of the institution by or against any ComEd Entity of any bankruptcy, insolvency or similar proceeding so long as such condition, event or transaction does not constitute an Event of Default or Unmatured Event of Default under Section 7.01(g)).

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e)The Borrower hereby represents and warrants, as of the date Closing Date, on each Borrowing Date, on each Remittance Date and on the first day of each BorrowingCP Rollover Fixed Period, the Borrower represents and warrants as follows: (a) Each Receivable designated as an Eligible Receivable on any Borrowing Base Certificate, Monthly Remittance Report or Commercial Paper Remittance Report is an Eligible Receivable. Each Receivable included as an Eligible Receivable in any calculation of the Capital Limit or the Eligible Receivables Balance is an Eligible Receivable. (b) The Borrower is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits formation and has the power and all licenses necessary to own its assets and to transact the business in which it is engaged and is duly qualified and in good standing under the laws of each jurisdiction where the transaction of such business or its ownership of the Pledged Receivables requires such qualification except where the failure to be so qualified would not have a Material Adverse Effect. (bc) The Borrower has the power, authority and legal right to make, deliver and perform this Agreement and each of the Transaction Documents to which it is a party and all of the transactions contemplated hereby and thereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and each of the Transaction Documents to which it is a party, and to grant to the Agent, for the benefit of the Lender, a first priority perfected security interest in all of the Borrower’s right, title and interest to the Pledged Assets on the terms and conditions of this Agreement. This Agreement and each of the Transaction Documents to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against it in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws of general application affecting creditors’ rights generally and by general principles of equity (whether such enforceability is considered in a proceeding in equity or at law). No consent of any other party and no consent, license, approval or authorization of, or registration or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Borrower of this Agreement or any Transaction Document to which it is a party or the validity or enforceability of this Agreement or any such Transaction Document or the Pledged Receivables, other than such as have been met or obtained. (d) The execution, delivery and performance by the Borrower of this Agreement and all other agreements and instruments executed and delivered or to be executed and delivered pursuant hereto or thereto in connection with the Notes are within Pledge of the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do Pledged Assets will not contravene (i) create any Adverse Claim on the Borrower's charter or by-laws Pledged Assets or (ii) violate any provision of any existing law or regulation or any contractual restriction binding on order or affecting decree of any court, regulatory body or administrative agency or the Borrower. (c) No authorization certificate of formation or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower of this Agreement and the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations limited liability company agreement of the Borrower enforceable against or any contract or other agreement to which or the Borrower in accordance with their respective termsis a party or by which the Borrower or any property or assets of the Borrower may be bound. (e) The Consolidated balance sheets No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending or, to the knowledge of the Borrower and its Subsidiaries as at December 31Borrower, 1994 and the related Consolidated statements of income and cash flows of threatened against the Borrower and its Subsidiaries for or any properties of Borrower or with respect to this Agreement, which, if adversely determined, could have a material effect on the fiscal year and the six months then endedbusiness, copies of which have been furnished to the Lenders, fairly present the assets or financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. Since December 31, 1994 there has been no Material Adverse Change. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) may materially adversely affect the financial condition or operations of the Borrower or any of its Subsidiaries or (ii) purports to affect which would draw into question the legality, validity or enforceability of this Agreement Agreement, any Transaction Document to which the Borrower is a party or the Notes or the consummation any of the transactions contemplated herebyother applicable documents forming part of the Pledged Assets. (f) In selecting the Receivables to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lender. (g) The grant of the security interest in the Pledged Assets by the Borrower to the Agent, for the benefit of the Lender pursuant to this Agreement, is in the ordinary course of business for the Borrower and is not engaged subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. No such Pledged Assets have been sold, transferred, assigned or pledged by the business Borrower to any Person, other than the Pledge of extending credit such Assets to the Agent, for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors benefit of the Federal Reserve System)Lender, and no proceeds pursuant to the terms of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stockthis Agreement. (h) The Advances and all related obligations Borrower has no Debt or other indebtedness other than Debt incurred under or contemplated by the terms of the Transaction Documents. (i) The Borrower has been formed solely for the purpose of engaging in transactions of the types contemplated by the Transaction Documents. (j) No injunction, writ, restraining order or other order of any nature adversely affects the Borrower’s performance of its obligations under this Agreement, any Transaction Document or any other agreement to which the Borrower is a party. (k) The Borrower has filed (on a consolidated basis or otherwise) on a timely basis all tax returns (including, without limitation, all foreign, federal, state, local and other tax returns) required to be filed, is not liable for taxes payable by any other Person and has paid or made adequate provisions for the payment of all taxes, assessments and other governmental charges due from the Borrower except for those taxes being contested in good faith by appropriate proceedings and in respect of which no penalty may be assessed from such contest and it has established proper reserves on its books. No tax lien or similar adverse claim has been filed, and no claim is being asserted, with respect to any such tax, assessment or other governmental charge. Any taxes, fees and other governmental charges payable by the Borrower, as applicable, in connection with the execution and delivery of this Agreement and the Notes rank pari passu with all other unsecured obligations Transaction Documents and the transactions contemplated hereby or thereby have been paid or shall have been paid if and when due. (l) The chief executive office and principal place of business of the Borrower is located at 000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (and the location of all the Borrower’s records regarding the Pledged Receivables (other than those in the possession of the Custodian)) is located at LEAF Financial, One Commerce Square, 0000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, except as either may be changed pursuant to written notice from the Borrower to the Agent, and has been located at such address at all times since the later of (a) the date of formation of the Borrower and (b) the date that are notis five years prior to the Closing Date. (i) The Borrower’s legal name, type of organization and jurisdiction of organization is as set forth in the first paragraph of this Agreement; (ii) the Borrower is not organized under the law of more than one State, (iii) other than as disclosed on Schedule II hereto (as such schedule may be updated from time to by their termsthe Agent upon receipt of a notice delivered to the Agent pursuant to Section 6.19), expressly subordinate the Borrower has not changed its name, type of organization or jurisdiction of organization at any time since its formation; and (iv) the Borrower does not have trade names, fictitious names, assumed names or “doing business as” names other than as disclosed on Schedule II hereto (as such schedule may be updated from time to such other obligations by the Agent upon receipt of a notice delivered to the Agent pursuant to Section 6.19). (n) The Borrower is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; the Borrower is paying its debts as they become due; and the Borrower, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. (o) The Borrower has no subsidiaries. (p) The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale of the Pledged Receivables by the Seller under the Purchase and Contribution Agreement. At the time of the pledge of the Pledged Assets herein contemplated, the Borrower had good and marketable title to the Pledged Assets to be pledged by the Borrower to the Agent hereunder, for the benefit of the Lender (and its successors and assigns), free and clear of all Adverse Claims. This Agreement grants a valid first priority security interest to the Agent, for the benefit of the Lender (and its successors and assigns), of all right, title, and interest of the Borrower in, to and under the First Priority Assets and a perfected security interest in all the Pledged Assets that do not constitute First Priority Assets (to the extent to which attachment, pledge and perfection is governed by the UCC as in effect in the applicable jurisdiction), free and clear of any Adverse Claim of any Person claiming through or under the Borrower. (q) No Monthly Remittance Report, Borrowing Base Certificate or Commercial Paper Remittance Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished by or on behalf of the Borrower to the Agent or the Lender in connection with this Agreement is or will be inaccurate in any respect as of the date it is or shall be dated or (except as otherwise disclosed in writing to the Agent or the Lender, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein, in the context of the circumstances under which they were made, not misleading. (r) No proceeds of any Loans will be used by the Borrower to acquire any security in any transaction, which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (s) There are no agreements in effect adversely affecting the rights of the Borrower to make, or cause to be made, the grant of the security interest in the Pledged Assets contemplated by Section 2.13. (t) The Borrower is not an “investment company” or “promoter” or “principal underwriter” for an “investment company” as such terms are defined in the Investment Company Act nor is the Borrower otherwise subject to regulation thereunder. (u) No Event of Default or Unmatured Event of Default has occurred and is continuing. Since its formation, there has been no change in the business, operations, financial condition, properties or assets of the Borrower which would have a Material Adverse Effect on its ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party or materially adversely affect the transactions contemplated under this Agreement or the other Transaction Documents; (v) Each of the Pledged Receivables was underwritten and is being serviced in conformance with LEAF Financial’s standard underwriting, credit, collection, operating and reporting procedures and systems (including, without limitation, the Credit and Collection Policy). (w) The Borrower is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA. (x) There is not now, nor will there be at any time in the future, any agreement or understanding between (i) the Originator, the Seller or the Servicer (ii) and the Borrower (other than as expressly set forth herein), providing for the allocation or sharing of obligations to make payments or otherwise in respect of any taxes, fees, assessments or other governmental charges. (y) Each Contract is owned by the Borrower free and clear of any Adverse Claim; and the Agent (for the benefit of the Lender and its successors and assignees) has acquired (i) a valid and perfected first priority security interest in the First Priority Assets and in the Related Security (including the Equipment), Collections and other Pledged Assets with respect thereto, and (ii) a valid security interest in Borrower’s right, title and interest in and to all the Pledged Assets that do not constitute First Priority Assets, in each case, free and clear of any Adverse Claims; no effective UCC financing statement or other instrument similar in effect is filed in any recording office listing the Borrower as debtor, covering any Contract, Related Security (including the Equipment), Collections or other Pledged Assets; and there is no grant of a lien or financing statement of record that relates to leases, equipment and related assets of the Originator, the Seller or the Borrower that is not limited to a specific list of leases (identified by lease number, lessee and other appropriate identifying information) and assets related thereto.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (ei) The Consolidated pro forma combined balance sheets of the Borrower and its Subsidiaries as at December 31September 30, 1994 1997 and the related Consolidated pro forma combined statements of income and cash flows retained earnings of the Borrower and its Subsidiaries for the fiscal year and the six nine months then endedended reflecting the historical actions of the Corn Refining Business as set forth in Item 15 of the Form 10, copies of which have been furnished to the Lenderseach Lender, fairly present the financial condition of the Borrower and its Subsidiaries as at such date and the results of the operations of the Borrower and its Subsidiaries for the period ended on such date, in each case as described in the Form 10, all in accordance with GAAPgenerally accepted accounting principles consistently applied. The historical actions of the Corn Refining Business, including the Interim Guarantor's accounting policies, are attributable to the Borrower. The financial results in these financial statements are not necessarily indicative of the results that would have occurred if the Borrower had been an independent public company during the periods presented. The Borrower has previously delivered to the Administrative Agent copies of the Borrower's pro forma combined balance sheets and the related combined statements of income and retained earnings for the nine months ended September 30, 1997 as reflected in the Form 10. (ii) Since December 31September 30, 1994 1997 there has been no Material Adverse Changematerial adverse change in such financial condition or operations or the Borrower's prospects except as reflected in the Form 10. (f) There is no pending or threatened action or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, that (i) which may materially adversely affect the financial condition or operations of the Borrower or any of the Borrower and its Subsidiaries Subsidiaries, taken as a whole, or (ii) which purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in No Termination Event has occurred or, to the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors knowledge of the Federal Reserve System)Borrower, and no proceeds is reasonably expected to occur with respect to any Plan that has resulted or, to the knowledge of any Advance will be used the Borrower, is reasonably likely to purchase or carry any margin stock or to extend credit to others for result in a liability of the purpose of purchasing or carrying any margin stockBorrower that exceeds $5,000,000. (h) The Advances and all related obligations Neither the Borrower nor any ERISA Affiliate of the Borrower under this Agreement and has incurred or, to the Notes rank pari passu with all other unsecured obligations knowledge of the Borrower, is reasonably expected to incur any Withdrawal Liability exceeding $5,000,000 to any Multiemployer Plan. (i) Neither the Borrower nor any ERISA Affiliate of the Borrower has been notified by the sponsor of a Multiemployer Plan that are notsuch Multiemployer Plan is in reorganization or has been terminated, by their terms, expressly subordinate to such other obligations within the meaning of the Borrower.Title IV of

Representations and Warranties of the Borrower. Effective The Borrower represents and warrants as of the Effective Date andDate, other than and thereafter as of each applicable date (and to the last sentence of extent) specified in Section 4.01(e3.02(b), as of the date of each Borrowing, the Borrower represents and warrants as follows: (a) The Borrower (i) is a corporation duly organized, organized and validly existing under the laws of the State of New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the State of Delawarerespective states in which its principal operating facilities are located, except, with respect to this clause (ii) only, in states where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes other Loan Documents are (i) within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (ix) the Borrower's ’s charter or by-laws or (iiy) any except to the extent such contravention would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect, law or any material contractual restriction binding on or affecting the Borrower or, to the knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notesother Loan Documents. (d) This Agreement has been, and the Notes (when delivered hereunder will hereunder) have been, been duly executed and delivered by and constitute the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. (ei) The Consolidated consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31September 30, 1994 2016, and the related Consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the LendersAdministrative Agent, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period fiscal year ended on such date, all in accordance with GAAP. Since December GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 1994 2017, and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended March 31, 2017, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which GAAP applied on a basis consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end adjustments) (iii) Since September 30, 2016, there has been no Material Adverse Changematerial adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending or threatened (or, to the Borrower’s knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision that (i) may materially adversely affect would have a material adverse effect on the business, condition (financial condition or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the SEC on or any of its Subsidiaries before the date that is five days prior to the date hereof, or (ii) purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in the business No proceeds of extending credit any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan, that would (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower under in connection with this Agreement and or contained in any filing made by the Notes rank pari passu Borrower with the SEC (taken as a whole with all other unsecured obligations information, including amendments and supplements then filed with the SEC) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Effective Date, after giving effect to the Acquisition and the making of any Advances on such date (including in respect of all Target Refinancing Loans) and application of the proceeds thereof, on a consolidated basis, Solvent. (m) As of the Effective Date, each of the Borrower that and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (i) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions Laws, and the Borrower, its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are notin compliance with Anti-Corruption Laws, by Anti-Money Laundering Laws and applicable Sanctions Laws in all material respects. None of (a) the Borrower, any Subsidiary or any of their termsrespective officers, expressly subordinate or, to the knowledge of the Borrower or such other obligations Subsidiary, their respective directors or employees or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (ii) No part of the proceeds of any Borrowing or Letter of Credit will be used, directly or indirectly, (x) for the purpose of financing any activities or business of or with any Person that at such time is the subject of any Sanctions, with or in any country or territory to the extent that such country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower or any Lender being in breach of any Sanctions Laws, (y) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law, or (z) in any way that would violate the Patriot Act or any Anti-Money Laundering Laws.

Representations and Warranties of the Borrower. Effective as of the Effective Date and, other than the last sentence of Section 4.01(e), as of the date of each Borrowing, the The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew Jersey and is duly qualified and in good standing under the laws of the respective states in which its principal operating facilities are located. (b) The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower's ’s charter or by-laws or (ii) any law or any material contractual restriction binding on or affecting the Borrower or, to the knowledge of the Borrower, any other contractual restriction binding on the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and or the Notes. (d) This Agreement has been, and the Notes when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. (ei) The Consolidated consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31September 30, 1994 2011, and the related Consolidated statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year and the six months then ended, copies of which have been furnished to the Lenderseach Bank, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period fiscal year ended on such date, all in accordance with GAAP. Since December generally accepted accounting principles consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of March 31, 1994 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended March 31, 2012, copies of which have been furnished to each Bank, fairly present, in conformity which generally accepted accounting principles applied on a basis consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (iii) Since September 30, 2011, there has been no Material Adverse Changematerial adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended. (f) There is no pending or threatened (or, to the Borrower’s knowledge, threatened) action or proceeding affecting against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision that (i) may materially adversely affect would have a material adverse effect on the business, condition (financial condition or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the Securities and Exchange Commission on or any of its Subsidiaries before the date that is five days prior to the date hereof, or (ii) purports to affect the legality, validity validity, binding effect or enforceability of this Agreement or the Notes or the consummation of the transactions contemplated herebyany Note. (g) The Borrower is not engaged in the business No proceeds of extending credit any Advance will be used directly or indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (h) The Advances Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all related obligations other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the failure of which to make would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. (i) Each Plan, and, to the knowledge of the Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in the ordinary course of business, to the PBGC established under ERISA in connection with any Plan or Multiemployer Plan. (j) The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower under in connection with this Agreement or contained in any filing made by the Borrower with the Securities and the Notes rank pari passu Exchange Commission (taken as a whole with all other unsecured obligations information, including amendments and supplements then filed with the Securities and Exchange Commission) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the Borrower that are notcircumstances under which they were made, by their terms, expressly subordinate to such other obligations of the Borrowernot misleading.